Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. Upon receipt of written demand by Purchaser, the Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 30 days after the date of such noticeClosing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailablewhich, such other form as is available for registration) covering on the date of filing with the SEC, covers the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any Initial Investor of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, of Common Stock at least equal to the Company for any securities it proposes sum of (x) a number of shares of Common Stock equal to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for which each such requesting holder has requested registrationthe account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is twenty-one (21) days after the date of such noticethe Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) registration statement on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of registration statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which registration statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such registration statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the SharesPreferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The Company shall use its best efforts to have number of shares of Common Stock initially included in the Registration Statement declared effective by shall be no less than two (2) times the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If number of Conversion Shares, plus the Company decidesnumber of Warrant Shares, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares that are then issuable upon conversion of the Company held by third parties Preferred Stock and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule the exercise of the SEC is applicableWarrants, without regard to any limitation on the Company will promptly give written notice Investor's ability to convert the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) belowPreferred Stock or exercise the Warrants; provided, the Company shall include all of the Shares however, that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be initially included in the registration and underwriting Registration Statement shall be allocated in the following manner: (i) first, to the not exceed 2,153,344. The Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of acknowledges that the number of shares for which each such requesting holder has requested registrationto be initially included in the Registration Statement will represent a good faith estimate of the maximum number of shares issuable upon conversion of the Preferred Stock and exercise of the Warrants.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepareprepare and file with the SEC, and, as soon as practicable but in no event later than 60 forty-five (45) calendar days after the date Due Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the Warrants would be exercised and the $1,119,600 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Due Date, then in such noticeevent the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as permissible under the Securities Act. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering applicable to register the resale shares of all Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered which new Registration Statement shall be filed within 45 days. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is filed. Failure of the SharesCompany to make payment within said 5 business days shall be considered a default. The Company shall use acknowledges that its best efforts failure to have file with the SEC, said Registration Statement declared effective by the SEC as soon as practicable. no later than forty-five (ii45) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) calendar days after the notice given by Due Date will cause the CompanyInitial Investor to suffer damages in an amount that will be difficult to ascertain. (bb) If Accordingly, the registrationparties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as described in Section 5(e)(ii)(aa) abovesuch, involves an underwritten offeringagree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Company will not be required to register Shares in excess of Subscription Agreement and the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationDebenture.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or ---------------------- prior to the date which is thirty (30) days after the date of such noticethe Closing under the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities including the Warrants and Registrable Securities underlying the Debentures and the Warrants issued or issuable pursuant to the Securities Purchase Agreement and covering the issuance of the Shares. The Company Warrants Shares upon exercise of the Warrants, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall use its best efforts to have the state that such Registration Statement declared effective by also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the SEC as soon as practicable. Debentures and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) PIGGY BACK REGISTRATION RIGHTSby reason of changes in the Conversion Price of the Debentures or the Exercise Price of the Warrants in accordance with the terms thereof. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any The number of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be Common Stock initially included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, Registration Statement shall be delivered to Purchaser. If such a Cutback occurs, no less than one and one-half (1 1/2) times the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis sum of the number of shares for which each such requesting holder has requested registrationConversion Shares and Warrant Shares that are then issuable upon conversion of the Debentures and exercise of the Warrants without regard to any limitation on the Investor's ability to convert the Debentures or exercise the Warrants.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepareprepare and file with the SEC, andno later than forty-five (45) days following the initial Closing Date under the Stock Purchase Agreement, and the issuance of the Additional Warrants, if issued, either a Registration Statement on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors (or such lesser number as soon as practicable may be required by the SEC, but in no event later less than 60 calendar the number of shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the Exercise of the Warrants resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Preferred Stock may be converted or the Warrants or Additional Warrants, if issued, are exercisable, exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within fifteen (15) business days after receipt of a written notice from any Investor, either (i) amend the date Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or the Warrants or Additional Warrants if issued are exercisable, or (ii) if such noticeRegistration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (to register the shares of Common Stock into which the preferred Stock may be converted, or the Warrants or Additional Warrants, if such form is unavailableissued, such other form as is available for registration) covering are exercisable, that exceed the resale aggregate number of shares of Common Stock already registered. If the state of the SEC determines that all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective Conversion Shares cannot be registered by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If Company for resale by the Company decidesInvestor because, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under in the Securities Act on a form which is suitable for an offering for cash or shares view of the Company held by third parties and which is not staff, such registration would constitute a registration solely to implement an employee benefit planprimary offering the Company, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, then the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen have an additional sixty (1560) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required which to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in amend such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered registration statement to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationanother available form.

Mandatory Registration. Upon receipt Within fifteen (15) days of written demand by Purchaser, the Company shall preparefiling its Form 10K for 2005, and, as soon as practicable but in no event later than 60 calendar days after October 15, 2005 (the date of such notice"Filing Deadline"), the Company shall prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 SB-2 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) ), covering the resale of all of the SharesRegistrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale an amount of shares of Common Stock which would be issuable on the date preceding the filing of the Registration Statement based on the Fixed Conversion Price (as defined in the Debenture Agreement) of the Company’s Common Stock on such date and the amount reasonably calculated that represents the number of shares issuable pursuant to the terms of the Offering, including those Shares underlying the Warrant Agreement. The total amount of Shares shall be both 1) the amount specified in the Warrant Agreement and 2) the Face Amount of the Debenture divided by the Fixed Conversion Price. For example, if the Fixed Conversion Price is one dollar (1.00) per share, the amount of Shares to be registered will be one million five hundred thousand (1,500,000) shares. (1,500,000/1.00). In the event the Company cannot register sufficient shares of Common Stock, due to the remaining number of authorized shares of Common Stock being insufficient, the Company will use its best efforts to have register the Registration Statement declared effective by maximum number of shares it can based on the SEC remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepareprepare and file with the SEC, and, as soon as practicable but in no event later than 60 forty-five (45) calendar days after the date Due Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the Warrants would be exercised and the $550,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Due Date, then in such noticeevent the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as permissible under the Securities Act. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends. If at any time the number of shares of Common Stock into which the Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering applicable to register the resale shares of all Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered which new Registration Statement shall be filed within 45 days. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is filed. Failure of the SharesCompany to make payment within said 5 business days shall be considered a default. The Company shall use acknowledges that its best efforts failure to have file with the SEC, said Registration Statement declared effective by the SEC as soon as practicable. no later than forty-five (ii45) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) calendar days after the notice given by Due Date will cause the CompanyInitial Investor to suffer damages in an amount that will be difficult to ascertain. (bb) If Accordingly, the registrationparties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as described in Section 5(e)(ii)(aa) abovesuch, involves an underwritten offeringagree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Company will not be required to register Shares in excess of Subscription Agreement and the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationDebenture.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 30 days after the date of such noticeClosing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailablewhich, such other form as is available for registration) covering on the date of filing with the SEC, covers the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any Initial Investor of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, of Common Stock at least equal to the Company for any securities it proposes sum of (x) a number of shares of Common Stock equal to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date PLUS (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for which each such requesting holder has requested registrationthe account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. Upon receipt If at any time the Required Holders (as defined below) request that the Company file a Registration Statement having an aggregate offering price to the public of written demand by Purchasernot less than Five Million Dollars ($5,000,000), the Company shall prepare, use its best efforts to prepare and, as soon as practicable but in no event later than 60 calendar days after the date of such noticepracticable, file with the SEC Commission a Registration Statement or Registration Statements (as is necessary) on Form S-3 covering the resale of all of the Registrable Securities; provided however, the Company shall not be required to effect the foregoing registration prior to the second anniversary of the Closing (or if as defined in the Securities Purchase Agreement). In the event that Form S-3 is unavailable for such form is unavailablea registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d) covering of this Agreement. The Registration Statement prepared pursuant hereto shall register the resale of all Registrable Securities for resale, including at least 130% of the Sharesnumber of shares of Common Stock issuable upon conversion of the Series AA Preferred by such Investors from time to time in accordance with the methods of distribution elected by such Investors. The Registration Statement shall contain (except if otherwise directed by the holders of at least a majority of the Registrable Securities) the “Selling Securityholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC Commission as soon as practicable, but not later than 90 calendar days after such Investors’ request (the “Effectiveness Deadline”). The Company shall not be obligated to file a Registration Statement on Form S-1 (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If or, regardless of the Company decidesvalue of the Registrable Securities covered thereby, including as required under on any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock other Form promulgated under the Securities Act on a form which is suitable for an offering for cash or shares 0000 Xxx) and cause it to become effective prior to the second anniversary of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registrationdate hereof nor more than twice under this Section 2(a). Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, There shall be delivered no limit to Purchaser. If such a Cutback occurs, the number of shares that are entitled Registration Statements on Form S-3 required to be included in filed and to become effective under this Section 2(a); provided that the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock value of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which Registrable Securities covered by each such requesting holder has requested registrationregistration Statement is not less than $500,000.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (i) The Company shall prepare, andprepare and file with the SEC, as soon as practicable possible after the Closing Date a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities, but in no event later less than 60 calendar days after the date of such notice, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, equal to the Company for any securities it proposes to sell for its own account, aggregate of (iix) second, to the Purchaser requiring such registration, and two hundred percent (iii200%) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares into which the Notes and all interest thereon through the Maturity Date (as defined in the Notes) would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all Notes had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) the number of Warrant Shares which each would be issuable on exercise of the Warrants (assuming for such requesting holder has requested registrationpurposes that Warrants for the twice the number of shares as are covered by the Warrants actually issued on the Closing Date had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Notes or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Required Effective Date") which is no later than the earlier of (Y) five (5) business days after oral or written notice by the SEC that it may be declared effective or (Z) sixty (60) days after the Closing Date.

Mandatory Registration. Upon receipt (a) At any time from and after the earliest of written demand (i) one hundred eighty (180) days after the Closing Date (as defined in the Merger Agreement); (ii) the first date upon which the Company is eligible to register securities for reoffer and resale using a Registration Statement on Form S-3; and (iii) the date upon which the Hxxxx Employment Agreement (as defined in the Merger Agreement) is terminated by Purchaserthe Company without “Cause” or by Dxxxxx X. Xxxxx for “Good Reason” (as those terms are defined in the Hxxxx Employment Agreement), and for so long as the Shareholders or their respective transferees own beneficially or of record any Registrable Securities, the Company shall prepareshall, andupon the written request (hereinafter a “notice”) of a holder or holders of a majority of the then outstanding Registrable Securities, as soon as practicable but in no event later than 60 calendar days after and subject to the date covenants, terms and conditions of such noticeSection 2(b) below, prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (S-1 or if such form is unavailableForm S-3, such other form as is available for registration) the case may be, under the Securities Act, pursuant to Rule 415 under the Securities Act, covering the resale from time to time, of all of the Shares. The shares of Registrable Securities held by such requesting holder or holders and the Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. practicable thereafter; provided, further, that in the event that additional Registrable Securities are issued after the Closing Date (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If as defined in the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicableMerger Agreement), the Company will promptly give shall, upon the written request of a holder of Registrable Securities, subject to the covenants, terms and conditions of Section 2(b) below, prepare and file with the Commission such additional Registration Statements as may be necessary to cover the resale from time to time of any such additional Registrable Securities; provided, further, that the Company may, by notice to the Purchaser requesting holder or holders, as the case may be, delay such requested registrations for the Maximum Delay Period if and for so long as the Delay Conditions exist. The Registration Statement shall contain the “Plan of its intention Distribution” in substantially the form attached hereto as Exhibit B. The Company shall not be obligated pursuant to effect such a registrationthis Section 2 to effectuate more than one (1) registration for the benefit of the holders of Registrable Securities, except as provided for in this Section 2(a) with respect to additional Registrable Securities issued after the Closing Date (as defined in the Merger Agreement). Subject to Section 5(e)(ii)(bb) belowIn the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall include all register the resale of the Shares that the Purchaser requests to be included in Registrable Securities on another such a registration by a written notice delivered other available form of Registration Statement reasonably acceptable to the Company within fifteen (15) days after requesting holder or holders. Notwithstanding anything to the notice given by the Company. (bb) If the registrationcontrary contained herein, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends no request may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.made under this Section 1.2:

Mandatory Registration. Upon receipt Within ten (10) days of written demand by Purchaserthe Closing Date, the Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 SB-2 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) ), covering the resale of all of the SharesRegistrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 415 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale an amount of shares of Common Stock which would be issuable on the date preceding the filing of the Registration Statement based on the Fixed Conversion Price (as defined in the Debenture Agreement) of the Debentures dated February 10, 2006 and the amount reasonably calculated that represents the number of shares issuable pursuant to the terms of the Offering, including those Shares underlying the Warrant Agreement. The total amount of Shares shall be both 1) the amount specified in the Warrant Agreement and 2) the Face Amount of the Debenture, dated February 10, 2006, divided by the Fixed Conversion Price. For example, if the Fixed Conversion Price is nine cents ($.09) per share, the amount of Shares to be registered will be nine million one hundred and thirty-eight thousand eight hundred and eighty-nine shares (9,138,889) shares. ($822,500/.09). In the event the Company cannot register sufficient shares of Common Stock, due to the remaining number of authorized shares of Common Stock being insufficient, the Company will use its best efforts to have register the Registration Statement declared effective by maximum number of shares it can based on the SEC remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event and not later than 60 calendar days after the date of such noticeJanuary 29, 1999, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailablewhich, such other form as is available for registration) covering on the date of filing with the SEC, covers the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any Initial Investor or its assignees of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or number of shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice Common Stock at least equal to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to PurchaserInitial Registration Amount. If such a Cutback occurs, (i) at any time the number of shares that of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be less than the then applicable Registration Amount or (ii) the Second Tranche Shares and the Aura Repricing Shares issuable upon exercise of the Second Tranche Repricing Rights are entitled not permitted to be included in the registration and underwriting initial Registration Statement filed pursuant to this Section 2(a), then promptly, but in no event later than 20 days after such insufficiency shall be allocated in occur, the following manner: Company shall file with the SEC an additional Registration Statement on Form S-3 (i) first, which shall not constitute a post-effective amendment to the Company for any securities it proposes to sell for its own account, (ii) second, Registration Statement filed pursuant to the Purchaser requiring first sentence of this Section 2(a)), covering such registration, number of shares of Common Stock at least equal to the difference between the Registration Amount and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each previously registered. For all purposes of this Agreement such requesting holder has requested registrationadditional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). No securities other than the Registrable Securities and the securities registrable pursuant to the Other Registration Rights Agreements may be included in any Registration Statement filed pursuant to this Agreement.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is twenty (20) days after the date of such noticethe First Closing under the Securities Purchase Agreement and on or prior to each date which is ten (10) business days after the date of a Subsequent Closing (the date of the First Closing and of each Subsequent Closing are each hereinafter referred to as a "Closing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities underlying the shares of Preferred Stock and the Warrants issued or issuable in connection therewith pursuant to the First Closing and each Subsequent Closing, as the case may be, under the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state, to the extent permitted by law and the SEC, that each Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the SharesPreferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 1.75 times the sum of the number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of the Warrants issued pursuant to the closing in respect of which it is filed, without regard to any limitation on the Investor's ability to convert the Preferred Stock or exercise the Warrants. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares acknowledges that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be initially included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock Registration Statement represents a good faith estimate of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the maximum number of shares for which each such requesting holder has requested registrationissuable upon conversion of the Preferred Stock and exercise of the Warrants.

Mandatory Registration. Upon receipt of written demand by Purchaser(i) Following the date on which any Warrants and/or Notes are issued pursuant to the Facility Agreement, the Securities Purchase Agreement or the Collaboration Agreement (each, an “Issuance Date”), the Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, and file with the SEC on or prior to the applicable Filing Deadline (as defined above) a Registration Statement or (the “Mandatory Registration Statements (as is necessaryStatement”) on Form S-3 S-1 (or or, if Form S-1 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Buyers, which consent will not be unreasonably withheld) covering the resale of all of the Shares. The Company shall use its best efforts to have Registrable Securities issued on the applicable Issuance Date (as defined above) which Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementStatement, to register any of its common stock or securities convertible into or exchangeable for common stock the extent allowable under the Securities Act on a form which is suitable for an offering for cash or and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule Common Stock as may become issuable upon exercise of the SEC is applicableWarrants, conversion of the Company will promptly give written notice Notes or otherwise pursuant to the Purchaser Warrants and/or Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all shares of the Shares that the Purchaser requests to be Common Stock included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, Registration Statement shall be delivered to Purchaser. If such a Cutback occurs, no less than the aggregate number of shares that are entitled then issuable upon exercise of the Warrants, conversion of the Notes, and/or otherwise pursuant to be included in the registration Warrants and/or Notes issued on the Issuance Date, without regard to any limitation on the Buyers’ ability to exercise the Warrants or convert the Notes, respectively. The Registration Statement (and underwriting each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be allocated in the following manner: provided to (i) first, and subject to the Company for any securities it proposes approval of) the Buyers and their counsel prior to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to filing or other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationsubmission.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable after the first closing under the Securities Purchase Agreement, but in no event later than 60 calendar days after the date of sixtieth (60th) day following such noticeclosing, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if such form Form S-3 is unavailablenot then available, such other form as is available for registrationon Form S-1) covering the resale of all at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the Sharesmaximum number of shares of Registrable Securities issuable upon the full conversion of, or as dividends on, the Preferred Stock and the full exercise of the Warrants comprising 6,300 Units (assuming a conversion price based on 81% of the closing sales price of the Common Stock as reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such closing). The Company shall use its best efforts prepare, and, as soon as practicable after each additional closing under the Securities Purchase Agreement, but in no event later than the sixtieth (60th) day following each of such closings, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a notice pursuant to have Section 3(b) hereof, at least 200%) of the maximum number of shares of Registrable Securities issuable upon the full conversion of, or as dividends on, the Preferred Stock and the full exercise of the Warrants comprising the Units issued at such closing pursuant to Section 1(a)(ii)(b), 1(a)(iii) or 1(a)(iv) of the Securities Purchase Agreement, as applicable (assuming a conversion price based on 81% of the closing sales price of the Common Stock as reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such Closing). In the event any Registration Statement filed by the Company pursuant to this Section 2(a) is on Form S-1, the Company shall, (x) no later than the date the Company files each periodic report on Form 10-Q or 10-K, file a prospectus supplement or post-effective amendment to the Registration Statement to include in the Registration Statement such information (including, without limitation, updated financial statements) from the periodic report as is necessary or required to keep the Registration Statement in compliance with the rules of the SEC and this Agreement and (y) within fifteen (15) days of the Company becoming to eligible to register the Registrable Securities on Form S-3, file a new Registration Statement on Form S-3 covering at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the Registrable Securities issuable upon the full conversion of, or as dividends on, the Preferred Stock and the full exercise of the Warrants (based on the conversion and exercise prices thereof then in effect) and cause such Registration Statement to be declared effective by the SEC as soon as practicablepracticable thereafter, and in no event later than ninety (90) days after the filing thereof (such ninetieth (90th) day being the "Second Registration Deadline"). (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementEach Registration Statement filed hereunder, to register any of its common stock or securities convertible into or exchangeable for common stock the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof. The Registrable Securities included in any Registration Statement filed hereunder shall be allocated to the Investors as set forth in Section 11(k) hereof. Each Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Initial Investors and their counsel prior to its filing or other submission. The Company shall not include any securities (other than Registrable Securities and securities designated on Schedule 3(c) to the Securities Purchase Agreement for possible inclusion on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely Registration Statement hereunder) on any Registration Statement filed pursuant to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registrationthis Section 2(a). Subject to Section 5(e)(ii)(bb) belowIn addition, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for permit any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting (other than Registrable Securities) to be registered under the Securities Act prior to or at the same time as the registration of the Registrable Securities; provided, however, that the Company may cause the registration of the resale of Common Stock issued or issuable upon conversion of the convertible debentures in an aggregate principal amount of $1,800,000 issued in July 1997 (up to 1,800,000 shares) and in connection with the Company's proposed restructuring of its Series A Cumulative Convertible Preferred Stock and of Common Stock designated on Schedule 3(c) to the Securities Purchase Agreement for possible inclusion in a Registration Statement hereunder at the registration, pro rata among same time as the respective holders thereof on the basis registration of the number of shares for which each such requesting holder has requested registrationRegistrable Securities.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is thirty (30) days after the date of such noticethe Closing under the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the SharesPreferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one and one half (1 1/2) times the sum of the number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Preferred Stock or exercise the Warrants. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares acknowledges that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be initially included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock Registration Statement represents a good faith estimate of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the maximum number of shares for which each such requesting holder has requested registrationissuable upon conversion of the Preferred Stock and exercise of the Warrants.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to twenty (20) days after the date of such noticethe Closing (the "FILING DATE"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all 5,000,000 shares of the Shares. The Company shall use its best efforts to have the Common Stock (which Registration Statement declared effective by the SEC shall be amended or supplemented as soon as practicable. practicable following the Shareholder Approval (iias defined in the Securities Purchase Agreement) PIGGY BACK REGISTRATION RIGHTS. (aa) If to add at least an additional 2,000,000 shares of Common Stock, such that the Company decidesresale of at least 7,000,000 shares of Common Stock is covered by the Registration Statement), including as required under any demand registration rights agreementwhich Registration Statement, to register any of its common stock or securities convertible into or exchangeable for common stock the extent allowable under the Securities Act on a form which is suitable for an offering for cash or and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule Common Stock as may become issuable upon conversion of the SEC is applicable, Preferred Stock and the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all exercise of the Shares that Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Purchaser requests to be included Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in such a registration by a written notice delivered to accordance with the Company within fifteen (15) days after the notice given by the Company. (bb) If the registrationterms thereof, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends case may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaserbe. If such a Cutback occurs, the number of shares that are entitled to be The Registrable Securities included in the registration and underwriting Registration Statement shall be allocated among the Purchasers as set forth in the following manner: Section 11.11 hereof. The Registration Statement (iand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) first, shall be provided to (and subject to the Company for any securities it proposes approval of (which approval shall not be unreasonably withheld or denied)) the Initial Purchasers and their counsel prior to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to filing or other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationsubmission.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (i) The Company shall prepare, andprepare and file with the SEC, as soon as practicable after the Closing Date but in no event later than 60 calendar days after the date of such notice, file with the SEC a Registration Statement or Registration Statements thirty (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1530) days after the notice given by Closing Date (the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "CutbackRequired Filing Date"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which recommendationis at least equal to the sum of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and supporting reasoninghad been converted, shall into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date), based on the Conversion Price then in effect, (y) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible to be delivered to Purchaser. If exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such a Cutback occursissuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares that are entitled which the SEC permits to be included in the registration Registration Statement). If, after the filing of the Registration Statement and underwriting shall be allocated in the following manner: (i) first, prior to the Company for any securities it proposes to sell for its own accountEffective Date, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of Conversion Price or the number of shares for which each covered by the Warrants or both is or are to be adjusted, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such requesting holder has requested registrationadjustments. Unless otherwise specifically agreed to in writing in advance by the Holder, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares listed on Part I of Schedule 10 annexed hereto and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or similar transactions.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall use its best efforts to prepare, and, as soon as practicable but in no event later than 60 calendar days after the on or before April 1, 1999 (such date of such noticefiling, the "Initial Filing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) ), covering the resale of all the amount of Registrable Securities identified below, which Registration Statement(s), to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), shall state that such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon conversion of the SharesShares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions, (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof, and (iii) by reason of the exercise by Buyer of its right of first refusal as set forth in Section 5 of the Stock Purchase Agreement. The number of shares of Common Stock initially included in such Registration Statement(s) shall be no less than 3,000,000 shares of Common Stock that are issuable upon the Initial Filing Date and the exercise of Warrants in accordance with their terms. The Company shall use its best efforts to have the such Registration Statement Statement(s) declared effective by the SEC as soon as practicable. within ninety (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1590) days after the notice given filing of the Registration Statement. The Company further undertakes to take all steps necessary to ensure that a Registration Statement is or Registration Statements are effective during the Registration Period (as defined below) with respect to all Registrable Securities and the resale thereof at all times during the Registration Period. Any Registration Statement(s) referred to in this Section 2(a) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to and approved by Buyer and its legal counsel prior to the Company. 's filing or other submission (bbsuch approval not to be unreasonably withheld) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, and the Company will not be required file any document in a form to register Shares in excess of the amount that the principal underwriter which such counsel reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationobjects.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, prepare and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is 45 days after the date of such noticeClosing Date, file with the SEC a Registration Statement on Form S-1 (or Registration Statements Form S-3, if the Company is eligible to use such form), which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the greater of (A) 1,800,000 shares of Common Stock or (B) the sum of (x) the number of Common Shares PLUS (y) the number of Warrant Shares issuable upon the exercise in full of the Callable Warrant PLUS (z) the number of Warrant Shares equal to 175% of the number of shares of Common Stock issuable upon the exercise of the Class A Warrant, determined as if the First Adjustment Date (as is necessarydefined in the Class A Warrant) occurred on Form S-3 the Closing Date and the Class A Warrant was otherwise exercised in full for cash in accordance with the terms thereof on the Trading Day prior to the SEC Filing Date (or if such form is unavailable, such other form in each case determined without regard to the limitations on beneficial ownership contained in the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as is available for registrationprovided in the first sentence of this Section 2(a) covering the resale of shall be insufficient to cover all of the Sharesnumber of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 30 days after such insufficiency shall occur (or, if later, 30 days after the date upon which the Company first becomes eligible to file a Registration Statement therefor if such ineligibility resulted from the indeterminate number of shares of Common Stock), the Company shall file with the SEC an additional Registration Statement on Form S-1 (or Form S-3, if the Company is eligible to use such form) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such exercise. The Company shall use its best efforts to have the such additional Registration Statement declared effective by the SEC as soon as practicablepossible thereafter, and in any event by the 90th day following notice that such Registration Statement is required. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company decidespursuant to Section 2(a) of this Agreement, including and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required under to be filed by the Company pursuant to this Section 2(a). Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any demand selling security holder other than the Investors and the holders of the registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"Schedule 11(a), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andprepare and file with the SEC, as soon as practicable possible after the Closing Date, but no later than thirty (30) days following the Closing Date, either a Registration Statement on Form S-3 or an amendment to any such pending Registration Statement registering for resale by the Investor all of the Registrable Securities, but in no event later less than 60 calendar the aggregate number of shares into (i) which the Preferred Stock would be convertible at the time of filing of the Form S-3 (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as of such date). The Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use commercially reasonable efforts to cause such Registration Statement to be declared effective the earlier of (a) five (5) days after notice by the SEC that it may be declared effective, or (b) ninety (90) days after the date Closing Date. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such noticeRegistration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailableS-3, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementmay be appropriate, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (Preferred Stock may currently or successor form) or a transaction to which Rule 145 or any other similar rule of in the SEC is applicable, future be converted that exceed the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the aggregate number of shares that are entitled to be included in of Common Stock already registered. Such Registration Statement shall not include any shares other than the registration Registrable Securities and underwriting shall be allocated in the following manner: (i) first, to shares specifically listed on Exhibit 1 without the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock consent of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationInvestor.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, andand on or prior to January 29, as soon as practicable but in no event later than 60 calendar days after the date of such notice1999, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailablewhich, such other form as is available for registration) covering on the date of filing with the SEC, covers the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any Initial Investor of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, of Common Stock at least equal to the Company for any securities it proposes sum of (x) a number of shares of Common Stock equal to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date assuming a Conversion Percentage (as defined in the Certificate of Designations) of 92% (and determined without regard to the limitations on conversion contained in the Subscription Agreement and the Certificate of Designations) PLUS (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in Section 4(m) of the Subscription Agreement, the proviso to the second sentence of Section 10(a) of the Certificate of Designations, and Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register to permit the issuance of Dividend Shares and the resale of the shares of Common Stock issuable upon conversion thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and Dividend Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for which each such requesting the account of any selling security holder has requested registrationother than (i) the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement, (ii) 60,000 shares of Common Stock to be issued in connection with a certain software license agreement and (iii) 100,000 shares of Common Stock issuable upon the exercise of warrants to be issued to certain placement agents, investment banking firms and/or financial consultants in connection with the transactions contemplated by the Subscription Agreement.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andand on or prior to December 31, as soon as practicable but in no event later than 60 calendar days after the date of such notice1998, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3, or, if Form S-3 (is not available, Form S-1 or if such form is unavailableS-2, such other form as is available for registration) covering which, on the date of filing with the SEC, covers the resale by the Initial Investor or its assignees of all a number of shares of Common Stock at least equal to the sum of (x) 150% of the sum of the number of Initial Shares and Optional Shares, plus (y) the number of Warrant Shares. The Company shall use its best efforts to have If at any time the number of shares of Common Stock included in the Registration Statement declared effective by required to be filed as provided in the SEC as soon as practicable. (iifirst sentence of this Section 2(a) PIGGY BACK REGISTRATION RIGHTS. (aa) If shall be insufficient to cover the Company decides, including as required under any demand registration rights agreement, number of Reset Shares and Repurchase Shares issuable pursuant to register any the Subscription Agreement or the number of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule Common Stock issuable upon exercise of the SEC is applicableunexercised portions of Warrants, the Company will promptly give written notice to the Purchaser of its intention to effect then promptly, but in no event later than 20 days after such a registration. Subject to Section 5(e)(ii)(bb) belowinsufficiency shall occur, the Company shall include all of file with the Shares that the Purchaser requests to be included in such SEC an additional Registration Statement on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2 (which shall not constitute a registration by a written notice delivered post-effective amendment to the Company within fifteen (15) days after Registration Statement filed pursuant to the notice given by the Company. (bb) If the registration, as described in first sentence of this Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"2(a)), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If covering such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to cover such Reset Shares and Repurchase Shares and permit such exercises. For all purposes of this Agreement such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and underwriting the Company and the Investors shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 2(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after on or prior to August 1, 2001 from the date of such noticeClosing (as defined in the Securities Purchase Agreement) (the "Filing Date"), file with the SEC a Registration Statement (which Registration Statement will include or Registration Statements (as is necessaryincorporate by reference audited financial statements of the Company for its fiscal year ended May 31, 2001) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures and exercise of the SharesWarrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of (i) the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time) plus (ii) the number of Warrant Shares that are then issuable upon exercise of the Warrants and the Additional Warrants, without regard to any limitation on the Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares acknowledges that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be initially included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock Registration Statement represents a good faith estimate of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the maximum number of shares for which each such requesting holder has requested registrationissuable upon conversion of the Debentures and the Additional Warrants and upon exercise of the Warrants and the Additional Warrants.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to sixty (60) days after from the date of such noticeClosing (as defined in the Securities Purchase Agreement) (the "FILING DATE"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures and exercise of the SharesWarrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of (i) the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time) plus (ii) the number of Warrant Shares that are then issuable upon exercise of the Warrants and the Additional Warrants, without regard to any limitation on the Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares acknowledges that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be initially included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock Registration Statement represents a good faith estimate of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the maximum number of shares for which each such requesting holder has requested registrationissuable upon conversion of the Debentures and the Additional Warrants and upon exercise of the Warrants and the Additional Warrants.

Mandatory Registration. Upon receipt of written demand by PurchaserThe Company shall prepare and, on or ---------------------- prior to a date which is no more than ninety (90) days from the date that the Company shall prepare, and, as soon as practicable but has sold a total of $950,000 in no event later than 60 calendar days after principal amount of Debentures (the date of such notice"Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) , subject to the consent of each Buyer and the provisions of Section 2.e., which consent will not be unreasonably withheld), covering the resale of all of the SharesRegistrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Debentures in accordance with the terms thereof. Such Registration Statement shall initially register for resale at least 1,615,003 shares of Common Stock for the Investors and others, subject to adjustment as provided in Section 3.b., and 1,520,003 such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company has also agreed to include an additional 637,505 shares of Common Stock for the benefit of other investors in connection with the sale of $375,000 of convertible debentures through Alexander, Wescott & Co., Inc. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. within ninety (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1590) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit the registration statement to become effective within ten (10) business days after receipt of a "no review" notice given from the SEC. In the event that the Registration Statement is not filed by the Company. (bb) If Company with the registrationSEC by the Filing Deadline, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, then the Company will not shall be required to register Shares in excess deliver to the Investors within 10 calendar days of the amount that end of each month in which the Company has not so filed a cash penalty of 2% of the principal underwriter reasonably and in good faith recommends may be included in such offering amount of Debentures per month (a "Cutback"pro-rated for partial months). If the Registration Statement is not declared effective by the SEC by the Registration Deadline, which recommendation, and supporting reasoning, then the Company shall be delivered required to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, deliver to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock Investors within 10 calendar days of the Company requesting inclusion end of each month in the registration, pro rata among the respective holders thereof on the basis which such Registration Statement has not been declared effective a cash penalty of 2% of the number principal amount of shares the Debentures per month (pro-rated for which each such requesting holder has requested registrationpartial months).

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepareprepare and file with the SEC, andno later than thirty (30) days following the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors (or such lesser number as soon as practicable may be required by the SEC, but in no event later less than 60 calendar the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and the exercise of the Warrants resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the date Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture may be converted, or (ii) if such noticeRegistration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering to register the resale shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. If the staff of the SEC determines that all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective Conversion Shares cannot be registered by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If Company for resale by the Company decidesInvestor because, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under in the Securities Act on a form which is suitable for an offering for cash or shares view of the Company held staff, such registration would constitute a primary offering by third parties and which is not a registration solely to implement an employee benefit planthe Company, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, then the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen have an additional one hundred twenty (15120) days after the notice given in which to amend such registration statement to another available form. Payments by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Mandatory Registration. Upon receipt of written demand by Purchaser, the Except as described in section 2.1(b): The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, prepare and file with the SEC on or before May 7, 2002 (the "Filing Deadline") a Registration Statement or Registration Statements (as is necessary) registration statement on Form S-3 (or or, if Form S-3 is not then available, on such form of registration statement that is unavailablethen available to effect a registration of all Registrable Securities, such other form as is available subject to consent of the Investors holding at least a majority of the Registrable Securities) for registration) covering the resale purpose of registering under the Securities Act all of the SharesRegistrable Securities for resale by, and for the account of, the Holders as selling stockholders thereunder (the "Registration Statement"). The Company shall use its best efforts to have cause the Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Registrable Securities (A) are sold and (B) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the "Registration Withdrawal Date". If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Registration Warrant")), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after May 7, 2002, that the Registration Statement has not been filed with the SEC, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement was filed with the SEC and the denominator of which is thirty. If the Registration Statement has not been declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If on or before June 21, 2002, the Company decidesshall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof), including as required under any demand registration rights agreementafter June 21, 2002, that the Registration Statement has not been declared effective by the SEC, the Company shall issue to register any each Holder a Registration Warrant to acquire that number of its common stock or securities convertible into or exchangeable for common stock under shares of Common Stock equal to (A) ten percent (10%) of the Securities Act number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a form fraction, the numerator of which is suitable for an offering for cash or shares the number of days during such thirty-day period before the Company held date on which the Registration Statement is declared effective by third parties the SEC and the denominator of which is not a registration solely thirty. Notwithstanding anything contained in section 2.1(a) to implement an employee benefit planthe contrary, with respect to New Registrable Securities: The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-4 S-3 (or successor formor, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all New Registrable Securities, subject to consent of the Investors holding at least a majority of the New Registrable Securities) or a transaction (B) an amendment to which Rule 145 or any other similar rule the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the SEC is applicableNew Registrable Securities for resale by, and for the account of, the Company will promptly give written notice Holders of New Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Purchaser Registration Statement, as the case may be, is referred to herein as the "Second Registration Statement"). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the New Registrable Securities (A) are sold and (B) can be sold by all the Holders of New Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its intention to effect such a registrationsales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. Subject to Section 5(e)(ii)(bb) belowIf the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall include all issue to each Holder of New Registrable Securities an additional warrant (on the Shares that same terms and conditions as the Purchaser requests to be included Warrants, including the Exercise Price then in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering effect (a "CutbackSecond Registration Warrant")), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the acquire that number of shares that are entitled of Common Stock equal to be included in the registration and underwriting shall be allocated in the following manner: ten percent (i10%) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of New Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of New Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof), after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of New Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such requesting holder has requested registrationthirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior ---------------------- to sixty (60) days after the initial issuance date of such noticethe Preferred Stock (the "Closing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) , subject to the consent of each Buyer and the provisions of Section 2(c), which consent will not be unreasonably withheld), covering the resale of all of the SharesRegistrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. Such Registration Statement shall initially register for resale that number of shares of Common Stock equal to the number of Registrable Securities issuable as of the date immediately preceding the date the Registration Statement is initially filed with the SEC as if such date of registration was a date on which the Preferred Stock was converted into Common Stock pursuant to the terms of the Certificate of Designation, subject to adjustment as provided in Section 5(b). Such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. within one hundred and fifty (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15150) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationClosing Date.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 45 days after the date of such noticeClosing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2, which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (or x) the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if such form is unavailablethe Preferred Shares, such other form as is available for registrationtogether with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) covering of the Certificate of Designations), plus (y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of all such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the conversion of Dividend Shares, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the SharesPreferred Shares and Dividend Shares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. The Company shall use its best efforts to have If at any time the number of shares of Common Stock included in the Registration Statement declared effective by required to be filed as provided in the SEC as soon as practicable. (iifirst sentence of this Section 2(a) PIGGY BACK REGISTRATION RIGHTS. (aa) If shall be insufficient to cover the Company decides, including as required under any demand registration rights agreement, to register any number of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement Common Stock issuable on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule conversion in full of the SEC is applicableunconverted Preferred Shares and Dividend Shares or the unexercised portions of Warrants, the Company will promptly give written notice to the Purchaser of its intention to effect then promptly, but in no event later than 20 days after such a registration. Subject to Section 5(e)(ii)(bb) belowinsufficiency shall occur, the Company shall include all of file with the Shares that the Purchaser requests to be included in such SEC an additional Registration Statement on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2 (which shall not constitute a registration by a written notice delivered post-effective amendment to the Company within fifteen (15) days after Registration Statement filed pursuant to the notice given by the Company. (bb) If the registration, as described in first sentence of this Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"2(a)), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If covering such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and underwriting the Company and the Investors shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 2(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andand file with and cause to be declared effective by the SEC a Registration Statement on Form S-3, which, on the date of filing with the SEC, covers the resale by the Purchasers or their permitted assignees of a number of shares of Common Stock at least equal to the Conversion Shares, and thereafter to cause such Registration Statement relating to Registrable Securities to be declared effective as soon as practicable possible after such filing but in any event, not later than 180 days after the Date of Closing. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable upon conversion of the unconverted Preferred Stock, then promptly, but in no event later than 60 calendar 20 days after such insufficiency shall occur, the date of such notice, Company shall file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice filed pursuant to the Purchaser first sentence of its intention to effect such a registration. Subject to this Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"2(a)), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If covering such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversions. For all purposes of this Agreement, such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and underwriting the Company and the Purchasers shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company for any securities it proposes pursuant to sell for its own account, (ii) second, this Section 2(a). Except to the Purchaser requiring such registrationextent required under the agreements set forth under Schedule I, and (iii) thirdthe Registration Statement shall not, without the Purchasers' consent which shall not be unreasonably withheld, include securities to be sold for the account of any other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationselling securityholder.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors (or if such form is unavailablelesser number as may be required by the SEC, such other form as is available for registration) covering but in no event less than the resale number of all shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the SharesForm S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and the exercise of the Warrants resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends), which Registration Statement shall be declared effective no later than 90 days after the Closing Date. The If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall use its best efforts to have shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC as soon as practicable. at that time, to register all shares of Common Stock into which the Debentures may be converted, or (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If if such Registration Statement has been declared effective by the Company decidesSEC at that time, including as required under any demand registration rights agreement, file with the SEC an additional Registration Statement on Form S-3 to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends Debentures may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, converted that exceed the aggregate number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationCommon Stock already registered.

Mandatory Registration. Upon receipt Following the Closing of written demand by Purchaserany Debenture pursuant to the Securities Purchase Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline (as soon as practicable but in no event later than 60 calendar days after the date of such notice, defined above) file with the SEC a Registration Statement or on Form SB-2 (or, if Form SB-2 is not then available, on such form of Registration Statements (Statement as is necessary) on Form S-3 (or if such form is unavailablethen available to effect a registration of the Registrable Securities, such other form as is available for registrationsubject to the consent of the Buyer, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debenture and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one and one-half (1.5) times the aggregate number of Conversion Shares that are then issuable upon conversion of the SharesDebenture or otherwise pursuant to the Debenture (based on the Conversion Price (as defined in the Debenture) then in effect) plus the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitation on the Buyer's ability to convert the Debenture or exercise the Warrants (collectively, the “Target Registration Amount”). The Notwithstanding the foregoing, if the Company shall use its best efforts to have the Registration Statement declared effective is advised by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule staff of the SEC that it is applicable, not eligible to conduct the Company will promptly give written notice to offering under Rule 415 promulgated under the Purchaser 1933 Act because of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled sought to be included in the registration and underwriting shall be allocated in the following manner: (i) firstRegistration Statement, to then the Company for any securities it proposes to sell for its own account, may reduce (iian “SEC Share Reduction”) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 (“Rule 415 Eligible”), provided that in no event shall the number of shares covered by such Registration Statement be reduced to a number less than thirty-three percent (33%) (or such lower percentage of the Company’s Public Float as may be required, in writing, in correspondence from the SEC staff to the Company or in a telephone conversation with the SEC staff which includes a representative of the Lead Investor) of the Company’s Public Float (as defined below), on the actual filing date of the subject Registration Statement, where “PUBLIC FLOAT” shall mean the number of shares of Common Stock of the Company that are outstanding, excluding shares held by Affiliates, where “AFFILIATES” shall mean directors, officers and holders of 10% or greater of the outstanding Common Stock of the Company. In such event, any reduction in Registrable Securities covered by the Registration Statement shall be effected on a pro rata basis among all holders of the Registrable Securities. In the event that, due to an SEC Share Reduction or otherwise, the initial Registration Statement shall register a number of shares of Common Stock which less than the Target Registration Amount (an “Initial Target Registration Shortfall”), the unregistered portion of the Target Registration Amount (the “Initial Target Registration Shortfall Amount”) shall be included in the next Follow-On Registration (in accordance with Section 3(b) below). The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Debenture or otherwise pursuant to the Debenture and exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for which each such requesting holder has requested registrationacceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Buyer and its counsel prior to its filing or other submission.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall preparefile with the United States Securities and Exchange Commission ("SEC"), and, as soon as practicable but in no event later than 60 on the date which is fourteen (14) calendar days after the date of such notice, file with Closing Date (the SEC "FILING DEADLINE") a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of all at least 2,956,236 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the SharesWarrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Company Registrable Securities included in the Initial Registration Statement shall use be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least five (5) business days prior to its best efforts to have filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable. , but in any event prior to the fourteenth (ii14th) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares calendar day after becoming aware of the Company held by third parties and which is not existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration solely to implement an employee benefit plan, of the Uncovered Shares or (b) a registration statement on Form S-4 which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or successor formthe Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel for review and comment at least three (3) business days prior to its filing or a transaction other submission. The Company shall use all commercially reasonable efforts to which Rule 145 or any other similar rule cause each of the SEC is applicable, Initial Registration Statement and the Company will promptly give written notice Uncovered Shares Amendment or the Uncovered Shares Registration Statement to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days become effective as soon as practicable after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationfiling thereof.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andprepare and file with the SEC, as soon as practicable possible after the Closing Date, but no later than thirty (30) days following the Closing Date, either a Registration Statement on Form SB-2 or an amendment to any such pending Registration Statement registering for resale by the Investor all of the Registrable Securities, but in no event less than the aggregate number of shares into (i) which the Preferred Stock would be convertible at the time of filing of the Form SB-2 (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as of such date), and (ii) which would be issued upon exercise of all of the Warrants at the time of filing of the Form SB-2 [assuming for such purposes that all Warrants had been eligible to be exercised and had been exercised in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date]. Such Registration Statement or amended Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective no later than 60 calendar ninety (90) days after the date Closing Date. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted and which would be issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such noticeRegistration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailableSB-2, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementmay be appropriate, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties Preferred Stock may currently or in the future be converted and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (would be issued currently or successor form) or a transaction to which Rule 145 or any other similar rule in the future upon exercise of the SEC is applicable, Warrants that exceed the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the aggregate number of shares that are entitled to be included in of Common Stock already registered. Such Registration Statement shall not include any shares other than the registration and underwriting shall be allocated in Registrable Securities without the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock consent of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationInvestor.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 15 days after the date of such noticethe closing under the 1996 Subscription Agreement (the "1996 Closing Date"), file with the SEC a Registration Statement on Form S-1 covering at least 592,593 shares of Common Stock as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the 1996 Preferred Shares and the exercise price of the Warrants issued pursuant to the 1996 Subscription Agreement in accordance with the respective terms thereof. The Company shall prepare, and on or prior to the date which is six (6) days after the date of the closing under the 1997 Subscription Agreement (the "1997 Closing Date"), file with the SEC a Registration Statements (Statement on Form S-3 covering at least 1,142,010 shares of Common Stock as is necessaryRegistrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the 1997 Preferred Shares and the exercise price of the Warrants issued pursuant to the 1997 Subscription Agreement in accordance with the respective terms thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first two sentences of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and the unexercised Warrants, then promptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by required to be filed pursuant to the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any first sentence of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor formthis Section 2(a)) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect applicable form covering such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and underwriting the Company and the Investors shall be allocated in have the following manner: same rights and obligations (iother than Section 2(c) first, hereof) with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 2(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, prepare and file as soon as practicable ---------------------- practicable, but in no any event later than 60 calendar days after on or prior to August 31, 2000 (the date of such notice, file "Filing ------ Deadline") with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale -------- of all of the SharesRegistrable Securities issuable upon full conversion of the Preferred Stock and full exercise of the Common Stock Warrant purchased and sold at the Closing, without regard to any limitation on any conversion or exercise, provided that, for purposes of the initial filing of such Registration Statement, the amount registered shall equal the sum of (i) the number of shares of Common Stock constituting the Exchange Cap (as defined in the Certificate of Designations governing the Preferred Stock) and (ii) the number of shares of Common Stock initially issuable upon exercise of the Common Stock Warrant (in each case, without regard to any limitations upon exercise or conversion thereupon). The Registration Statement may also register the resale of (i) 325,000 shares of Common Stock held by or issuable to Inroad, Inc. in connection with the Inroad Acquisition (as defined in the Securities Purchase Agreement) and (ii) 50,000 shares of Common Stock issuable to Stratos Product Development, LLC pursuant to the Stratos Warrants (as defined in the Securities Purchase Agreement), to the extent that Inroad, Inc. and Stratos Product Development, LLC are currently entitled to require the Company to register their shares of Common Stock pursuant to a registration rights agreement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Holders and their counsel for review prior to filing. If the Holders and their counsel do not approve such documents within five (5) Business Days, the Registration Deadline (as set forth in Section 2.3) shall be extended by the number of Business Days that elapse after the fifth Business Day following the submission of such documents to the Holders and their counsel for review and before such approval is granted. The Company shall also prepare and file such amendments to registration statements and such additional registration statements as may from time to time be required by this Agreement. If the Registration Statement is not filed by the Filing Deadline, the Company shall thereafter continue to use its best efforts to have the cause such Registration Statement declared effective by the SEC to be filed as soon promptly as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Mandatory Registration. Upon receipt Following the Closing of written demand by Purchaserany Debenture pursuant to the Securities Purchase Agreement, the Company shall prepare, and, on or prior to the Initial Registration Filing Deadline (as soon as practicable but in no event later than 60 calendar days after the date of such notice, defined above) file with the SEC Commission a Registration Statement or on Form S-1 (or, if Form S-1 is not then available, on such form of Registration Statements (Statement as is necessary) on Form S-3 (or if such form is unavailablethen available to effect a registration of the Registrable Securities, such other form as is available for registrationsubject to the consent of the Buyer, which consent will not be unreasonably withheld)(the “Initial Registration Statement”) covering the resale of all the Registrable Securities which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions and shall contain (unless otherwise directed by at least a three-fourths (3/4) majority in interest of the Shares. Holders) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any number of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be Common Stock initially included in such a registration Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitation on the Buyer's ability to exercise the Warrants (collectively, the “Target Registration Amount”). Notwithstanding the foregoing, if the Company is advised by the staff of the Commission in a written notice delivered comment letter or otherwise that it is not eligible to conduct the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess offering of the amount that Warrant Shares under Rule 415 promulgated under the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, 1933 Act because of the number of shares that are entitled sought to be included in the registration and underwriting Registration Statement, then, subject to any applicable Registration Failure Liquidated Damages (as defined herein), the Company may reduce (an “SEC Share Reduction”) the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 (“Rule 415 Eligible”)(subject to Registration Failure Liquidated Damages, as defined below, if the Company reduces unilaterally the number of shares covered by such Registration Statement to a number less than the Initial Registration Minimum). In the event of an SEC Share Reduction, the number of Registrable Securities registered shall be allocated cut back pro rata (based upon the relative number of Warrants held by each Holder), provided that (i) the inclusion of the Series A Warrant Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following manner: order): As necessary, (i) Series C Warrants shares shall be cut back and removed from the Registration Statement first, to the Company for any securities it proposes to sell for its own account, and (ii) second, to Series B Warrants shall be cut back and removed from the Purchaser requiring such registration, Registration Statement first and (iii) Series A Warrants shall be cut back and removed from the Registration Statement third. In the event that, due to other holders an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of stock shares of Common Stock which less than the Target Registration Amount (a “Target Registration Shortfall”), then the unregistered portion of the Company requesting inclusion Target Registration Amount (the “Target Registration Shortfall Amount”) shall be included in the registrationnext Additional Registration Statement (in accordance with Section 3(b) below). The Company shall, pro rata among the respective holders thereof as early as practicable on the basis Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for which each such requesting holder has requested registrationacceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Buyer and its counsel prior to its filing or other submission.

Mandatory Registration. Upon receipt of written demand by PurchaserThe Company shall prepare and, on or prior to a date which is no more than ninety (90) days from the date that the Company shall prepare, and, as soon as practicable but has sold a total of $875,000 in no event later than 60 calendar days after principal amount of Debentures (the date of such notice"Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) , subject to the consent of each Buyer and the provisions of Section 2.e., which consent will not be unreasonably withheld), covering the resale of all of the SharesRegistrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Debentures in accordance with the terms thereof. Such Registration Statement shall initially register for resale at least 1,023,750 shares of Common Stock for the Investors and others, subject to adjustment as provided in Section 3.b., and 1,023,750 such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. within ninety (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1590) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit the registration statement to become effective within ten (10) business days after receipt of a "no review" notice given from the SEC. In the event that the Registration Statement is not filed by the Company. (bb) If Company with the registrationSEC by the Filing Deadline, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, then the Company will not shall be required to register Shares in excess deliver to the Investors within 10 calendar days of the amount that end of each month in which the Company has not so filed a cash penalty of 2% of the principal underwriter reasonably and in good faith recommends may be included in such offering amount of Debentures per month (a "Cutback"pro-rated for partial months), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall preparefile with the United States Securities and Exchange Commission ("SEC"), and, as soon as practicable but in no event later than 60 on the date which is on or before thirty-five (35) calendar days after the date of such notice, file with Closing Date (the SEC "Filing Deadline") a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 3,699,042 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "Initial Registration Statement"). The Registrable Securities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least five (5) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC Determination")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "Uncovered Shares"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the fifth (5th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "Uncovered Share Filing Deadline"), either (a) an amendment (the "Uncovered Shares Amendment") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "Uncovered Shares Registration Statement"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel for review and comment at least three (3) Business Days prior to its filing or other submission. The Company shall use its best efforts to have cause each of the Initial Registration Statement declared and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days practicable after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationfiling thereof.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 30 days after the date of such noticeClosing Date, file with the SEC a Registration Statement on Form S-3 which on the SEC Filing Date covers the resale of a number of shares of Common Stock equal to at least the number of Conversion Shares and the Warrant Shares issuable to the Buyer under the Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends, were converted and the Warrant was exercised in full on the SEC Filing Date as if such SEC Filing Date were the Closing Date (determined without regard to the limitation contained in the second sentence of Section 10(a) of the Certificate of Designations) and the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the payment of dividends, as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares or exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statements (Statement is not deemed to cover such indeterminate number of shares of Common Stock as is necessaryshall be issuable upon conversion of the Preferred Shares or exercise of the Warrant based on changes from time to time in the conversion or exercise price thereof, at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of any unconverted Preferred Shares or exercise of any unexercised portion of the Warrant, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice filed pursuant to the Purchaser first sentence of its intention to effect this Section 2(a)) covering such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversion or exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to this Section 2(a), and underwriting the Company and the Investors shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 2(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 15 days after the date of such noticethe closing under the Subscription Agreement (the "Closing Date"), file with the SEC a Registration Statement or covering at least 1,950,000 shares of Common Stock as Registrable Securities, and which Registration Statements (as is necessary) on Form S-3 (or if such form is unavailableStatement shall state that, in accordance with Rule 416 under the Securities Act, such other form Registration Statement also covers such indeterminate number of additional shares of Common Stock as is available for registration) covering the resale of all may become issuable upon conversion of the SharesPreferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares and the exercise price of the Warrants in accordance with the respective terms thereof. The Company shall use its best efforts to have If at any time the number of shares included in the Registration Statement declared effective by required to be filed as provided in the SEC as soon as practicable. (iifirst sentence of this Section 2(a) PIGGY BACK REGISTRATION RIGHTS. (aa) If shall not be sufficient to cover the Company decides, including as required under any demand registration rights agreement, to register any number of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement Common Stock issuable on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule conversion in full of the SEC is applicableunconverted Preferred Shares and the unexercised Warrants, the Company will promptly give written notice to the Purchaser of its intention to effect then promptly, but in no event later than 15 days after such a registration. Subject to Section 5(e)(ii)(bb) belowinsufficiency shall occur, the Company shall include all of file with the Shares that the Purchaser requests to be included in SEC an additional Registration Statement on Form S-3 or other applicable form covering such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and underwriting the Company and the Investors shall be allocated in have the following manner: same rights and obligations (iother than Section 2(c) first, hereof) with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes -146- initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 2(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepareprepare and file with the SEC, andno later than thirty (30) days following the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors (or such lesser number as soon as practicable may be required by the SEC, but in no event later less than 60 calendar the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and the exercise of the Warrants resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the date Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture may be converted, or (ii) if such noticeRegistration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering to register the resale shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. If the staff of the SEC determines that all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective Conversion Shares cannot be registered by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If Company for resale by the Company decidesInvestor because, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under in the Securities Act on a form which is suitable for an offering for cash or shares view of the Company held staff, such registration would constitute a primary offering by third parties and which is not a registration solely to implement an employee benefit planthe Company, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, then the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen have an additional sixty (1560) days after the notice given by the Companyin which to amend such registration statement to another available form. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"b), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, andand on or prior to January 29, as soon as practicable but in no event later than 60 calendar days after the date of such notice1999, file with the SEC a Registration Statement or on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the number of Warrant Shares (determined without regard to the limitations on beneficial ownership contained in Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statements (Statement required to be filed as is necessaryprovided in the first sentence of this Section 2(a) shall be insufficient to cover the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice filed pursuant to the Purchaser first sentence of its intention to effect such a registration. Subject to this Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"2(a)), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If covering such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and underwriting the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be allocated in filed by the following manner: Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling security holder other than (i) first, the Investors and the holder of the other Warrants issued pursuant to the Company for any securities it proposes to sell for its own accountLetter Agreement, (ii) secondholders of warrants to purchase 10,000 shares of Common Stock to be initially issued to an investment banking firm or its designees, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the investors contemplated by the registration rights agreements entered ino by the Company requesting inclusion in connection with the registration, pro rata among the respective holders thereof on the basis Subscription Agreements and (iv) 60,000 shares of the number of shares for which each such requesting holder has requested registrationCommon Stock to be issued in connection with a software license agreement.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (a) The Company shall prepareprepare and file with the SEC on or before January 31, and1999 (the "SEC Filing Date") a Registration Statement on Form S-3 or, if Form S-3 is not available, on another appropriate form reasonably acceptable to the Investors, which covers the resale of a number of shares of Common Stock equal to at least the number of Registrable Securities issuable to each Holder upon conversion of the Shares and exercise of the Warrants, determined as soon if the Shares were converted in full (based on a $3.50 conversion price) and the Warrants were exercised in full on the first anniversary of the Closing Date. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as practicable provided in the first sentence of this Section 6.2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Shares and unexercised Warrants, then promptly, but in no event later than 60 calendar days after such insufficiency shall occur, the date of such notice, Company shall file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 S-3, or another appropriate form (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice filed pursuant to the Purchaser first sentence of its intention to effect this Section 6.2(a)) covering such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to this Section 6.2(a), and underwriting the Company and the Holders shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 6.2(a).

Mandatory Registration. Upon receipt of written demand by PurchaserPromptly following the Closing, the Company shall preparecomplete preparation of a Registration Statement on Form S-3 or other available form covering at least 3,700,000 shares of Common Stock as Registrable Securities. On or prior to March 1, and1997, the Company shall furnish to the Investors and their legal counsel a draft of the Registration Statement which meets the requirements of the Securities Act. On or prior to March 17, 1997, the Company shall file such Registration Statement with the SEC, which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as soon may become issuable upon conversion of the Note to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the Note in accordance with the terms thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as practicable provided in the first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted principal amount of the Note, then promptly, but in no event later than 60 calendar 20 days after such insufficiency shall occur, the date of such notice, Company shall file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 or other applicable form (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by filed pursuant to the SEC as soon as practicable. (iifirst sentence of this Section 2(a) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decidesbut which may, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock in accordance with Rule 429 under the Securities Act on Act, make use of a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor formcombined prospectus) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect covering such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and underwriting the Company and the Investors shall be allocated in have the following manner: same rights and obligations (iother than Section 2(c) first, hereof) with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 2(a).

Mandatory Registration. Upon receipt The Company has prepared and filed with the SEC a Registration Statement on Form S-3 (the "FIRST REGISTRATION STATEMENT") covering the resale of written demand in excess of 5,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the exercise of the Initial Warrant which was declared effective by Purchaserthe SEC on December 4, the 1998. The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to twenty (20) days after the date of such noticethe closing of the sale of Series B Preferred Stock (the "Filing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessarythe "SECOND REGISTRATION STATEMENT") on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of all of the Series B Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all 4,000,000 shares of the Shares. The Company shall use its best efforts to have the Common Stock, which Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementStatement, to register any of its common stock or securities convertible into or exchangeable for common stock the extent allowable under the Securities Act on a form which is suitable for an offering for cash or and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule Common Stock as may become issuable upon conversion of the SEC is applicable, Preferred Stock and the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all exercise of the Shares that the Purchaser requests Warrants to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Companyprevent dilution resulting from stock splits, stock dividends or similar transactions. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be The Registrable Securities included in the registration and underwriting Registration Statements referenced above shall be allocated among the Purchasers as set forth in the following manner: Section 11.11 hereof. The Registration Statements (iand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) first, shall be provided to (and subject to the Company for any securities it proposes approval of (which approval shall not be unreasonably withheld or denied)) the Initial Purchasers and their counsel prior to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to filing or other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationsubmission.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after utilize best efforts to (i) amend the date of such notice, Company's existing Registration Statement on Form S-1 (Registration Statement No. 333-70523) or (ii) to file with the SEC a Registration Statement or on Form S-3, to cover resale of Shares issued to the Purchaser upon conversion of the Debentures and upon exercise of the Warrants; provided, however, that in the event that the resale of the Shares is covered by a Registration Statements (as is necessary) on Form S-3 (or if such form is unavailablerather than on an amended Registration Statement No. 333-70523, such other form as is available for registration) covering the resale of all of the SharesRegistration on Form S-3 shall be declared effective prior to Registration Statement No. 333-70523. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled Shares to be included in the registration and underwriting Registration Statement shall be allocated in equal to at least two (2) times the following mannersum of: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for of Common Stock that are issuable upon conversion of the Debentures on the date of filing, without regard to any limitation on any holder's ability to convert the Debentures, and (ii) the Shares issuable upon exercise of the Warrants on the date of filing, without any regard to any limitation on any holder's ability to exercise the Warrants. If the Company shall not succeed in obtaining such approval from the Commission, within thirty (30) days of the Closing Date (the "Required Filing Date"), the Company shall file with the Commission a Registration Statement on Form S-3 the Shares, as set forth in the preceding sentence. Such Registration Statement or amended Registration Statement, as the case may be, shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of such Debentures or exercise of such Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the extent that is consistent with the interpretations of the Commission of such rule at such time, resulting from any adjustment in the applicable Conversion Price of such Debentures or the Exercise Price of such Warrants. If at any time one and one-half (1 1/2) times the sum of (i) the number of Shares into which each such requesting holder Debentures may be converted, and (ii) the maximum number of shares issuable upon exercise of the Warrants, exceeds the total number of Shares so registered, the Company shall (A) if such Registration Statement has requested registration.not been declared effective by the Commission at that time, amend the Registration Statement filed by the Company pursuant to the preceding portions of this paragraph, to register such number of Shares as shall equal two (2) times the sum of (I) the number of Shares into which such Debentures may be converted and (II) the maximum number of shares issuable upon exercise of the Warrants, or (B) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on S-3 to register all of such Shares that have not already been so registered; provided, however, that the determination as to whether the Company is obligated to register additional Shares resulting solely from a diminution in the conversion price of the Debentures shall be determined by using the average of the closing

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, prepare and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is 45 days after the date of such noticeClosing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailablewhich, such other form as is available for registration) covering on the date of filing with the SEC, covers the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any Initial Investor of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or number of shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice Common Stock at least equal to the Purchaser sum of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb(x) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included Common Shares plus (y) the number of Warrant Shares issuable upon the exercise in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock full of the Company requesting inclusion in Class A Warrants plus (z) the registration, pro rata among the respective holders thereof on the basis number of Warrant Shares equal to 175% of the number of shares of Common Stock issuable upon the exercise of the Class B Warrants, determined as if the First Adjustment Date (as defined in the Class B Warrants) occurred and the Class B Warrants were otherwise exercised in full for cash in accordance with the terms thereof on the Trading Day prior to the SEC Filing Date (in each case determined without regard to the limitations on beneficial ownership contained in Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 100% of the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which each shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such requesting number of shares of Common Stock as shall be sufficient to permit such exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling security holder has requested registrationother than the Investors and the investors contemplated by the Other Registration Rights Agreement.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, prepare promptly and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is 20 days after the date of such noticeClosing Date, file with the SEC a Registration Statement on Form S-3 covering the resale by the Buyer of a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the Buyer upon conversion of the Preferred Shares, determined at the Conversion Price which is applicable on the day the Registration Statement is filed with the SEC (and determined without regard to the limitation on beneficial ownership contained in the second sentence of Section 10(a) of the Certificate of Designations), which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statements (Statement is not deemed to cover such indeterminate number of additional shares of Common Stock as is necessaryshall be issuable upon conversion of the Preferred Shares based on changes from time to time in the Conversion Price such that at any time the number of additional shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares, then promptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (or if such form is unavailable, such other form as is available for registrationwhich shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that nothing in this Section 8(a) shall limit the resale of all rights of the Sharesholders of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 11 of the Certificate of Designations. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 8(a), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). The Company shall use its best efforts be entitled to have include all Persons who are Investors at the time a Registration Statement declared effective by is filed with the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the and whose Registrable Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests are to be included in such Registration Statement as selling stockholders in a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationsingle Registration Statement.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andand within ten (10) days after the Closing Date (as that term is defined in Section 7 of the Stock Purchase Agreement) file with the SEC, an amendment to the Registration Statement on Form S-1 (File No. 333-_________) covering at least an aggregate of _____ shares of Common Stock for the Initial Investors (or such lesser number as soon as practicable may be required by the SEC, but in no event later less than 60 calendar 175% of the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form S-1), and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 under the Securities Act it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, stock dividends or similar event). If at any time the number of shares of Common Stock into which the Preferred Stock may be converted exceeds the number of shares of Common Stock covered by the Registration Statement on Form S-1, referred to in the preceding sentence, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend such Registration Statement, if such Registration Statement has not been declared effective by the date SEC at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or (ii) if such noticeRegistration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, S-1 to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends Preferred Stock may be included in converted that exceed such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares of Common Stock already registered. The Initial Investor acknowledges that are entitled such Registration Statement will also cover additional shares required to be included in the registration and underwriting shall be allocated in the following manner: (i) first, registered pursuant to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders Certificate of stock Designation of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationSeries B Preferred Stock.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall preparefile with the United ---------------------- States Securities and Exchange Commission ("SEC"), and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is two (2) business days after the date of such notice, file with Closing Date (the SEC "Filing Deadline") a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 3,079,711 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "Initial Registration Statement"). Upon the request of the Investors made more than 15 business days after the Closing Date but prior to the Effective Date of the Initial Registration Statement, the Company will file a pre-effective amendment to the Initial Registration Statement (the "Pre-Effective Amendment") such that the Initial Registration Statement shall additionally cover Registrable Securities equal to a good faith estimate of the number of shares of Common Stock issuable upon exercise of the Series 1 B Warrants (with a presumption that such estimate will equal the maximum number of shares of Common Stock issuable under the Series 1 B Warrant). The Pre-Effective Amendment shall be filed as soon as practicable, but in all events within five (5) days, after such request. The Registrable Securities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least two business days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC Determination")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "Uncovered Shares"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the later of (x) the tenth (10th) day after an Investor delivers to the Company notice of the existence of any Uncovered Shares and (y) the tenth (10th) day after the date on which the Initial Registration Statement is declared effective by the SEC (such later date referred to herein as the "Uncovered Share Filing Deadline"), either (a) an amendment (the "Uncovered Shares Amendment") to the Initial Registration Statement effecting a registration of all of the Uncovered Shares or (b) a registration statement which registers all of the Uncovered Shares (the "Uncovered Shares Registration Statement"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel for review and comment at least two business days prior to its filing or other submission. The Company shall use its best efforts to have cause each of the Initial Registration Statement declared and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days practicable after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationfiling thereof.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, prepare promptly and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is 20 days after the date of such noticeClosing Date, file with the SEC a Registration Statement on Form S-3 covering the resale by the Buyer of a number of shares of Common Stock equal to at least the number of Common Shares issuable to the Buyer upon conversion of the Preferred Shares, determined at the Conversion Price which is applicable on the day the Registration Statement is filed with the SEC and as if the Accrual Amount had accrued for 18 months on such Preferred Shares (and determined without regard to the limitation on beneficial ownership contained in the second sentence of Section 10(a)(1) of the Certificate of Designations) and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statements (Statement is not deemed to cover such indeterminate number of additional shares of Common Stock as is necessaryshall be issuable upon conversion of the Preferred Shares based on changes from time to time in the Conversion Price such that at any time the number of additional shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice filed pursuant to the Purchaser first sentence of its intention to effect this Section 8(a)) covering such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that are entitled nothing in this Section 8(a) shall limit the rights of the holders of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 11 of the Certificate of Designations. For all purposes of this Agreement each such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to this Section 8(a), and underwriting the Company and the Investors shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 8(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the (i) The Company shall prepare, andcause Company Counsel to prepare and file with the SEC, as soon as practicable after the Closing Date but in no event later than 60 calendar days after the date of such notice, file with the SEC a Registration Statement or Registration Statements thirty (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1530) days after the notice given effective date of the registration statement, as amended, originally filed by the Company. Company on or about November 24, 2004 (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "CutbackRequired Filing Date"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which recommendationis at least equal to the sum of (x) the number of shares into which the Debentures and all dividends thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been eligible to be converted, and supporting reasoninghad been converted, shall into Conversion Shares in accordance with their terms, whether or not such eligibility, accrual of interest or conversion had in fact occurred as of such date), based on the Conversion Price then in effect, (y) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been eligible to be delivered to Purchaser. If exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such a Cutback occurseligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares that are entitled which the SEC permits to be included in the registration Registration Statement). If, after the filing of the Registration Statement and underwriting shall be allocated in the following manner: (i) first, prior to the Company for any securities it proposes to sell for its own accountEffective Date, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of Conversion Price or the number of shares for which each covered by the Warrants or both is or are to be adjusted or if the number of Other Issuable Shares increases, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such requesting holder has requested registrationadjustments. Unless otherwise specifically agreed to in writing in advance by the Holder, the Registration Statement (X) shall include only (i) the Registrable Securities and (ii) the Placement Agent Shares (as defined in the Joint Escrow Instructions), and (Y) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, or stock dividends.

Mandatory Registration. Upon receipt The Company shall, after the Closing Date (as that term is defined in Section 7 of written demand the Stock Purchase Agreement) prepare and file with the SEC either a Registration Statement on Form S-3 covering at least an aggregate of _________ shares of Common Stock for the Initial Investors and any other purchasers of the Preferred Stock (pro rata) as Registrable Securities (or such lesser number as may be required by Purchaserthe SEC, the Company shall prepare, and, as soon as practicable but in no event later less than 60 calendar the number of Conversion Shares into which the Preferred Stock would be convertible at the time of filing of the Form S-3), or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, or stock dividends. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted exceeds _________ shares of Common Stock, the Company shall, within ten (10) business days after receipt of a written notice from any Investor requesting the date Company to do so, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or (ii) if such noticeRegistration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends Preferred Stock may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, converted that exceed the number _________ shares of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationCommon Stock already registered.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall (i) prepare, andand on or prior to December 1, as soon as practicable but in no event later than 60 calendar days after the date of such notice1996, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all at least 770,000 shares of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC Common Stock as soon as practicable. Registrable Securities (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If prepare, and on or prior to January 1, 1997 file with the Company decidesSEC a Registration Statement on Form S-3 covering the resale of at least 1,160,000 shares of Common Stock as Registrable Securities, including as required under any demand registration rights agreementand which Registration Statements shall state that, to register any of its common stock or securities convertible into or exchangeable for common stock in accordance with Rule 416 under the Securities Act on a form which is suitable for an offering for cash or Act, such Registration Statements also cover such indeterminate number of additional shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule Common Stock as may become issuable upon conversion of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all Preferred Shares and exercise of the Shares that Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess conversion price of the amount that Preferred Shares and the principal underwriter reasonably and exercise price of the Warrants in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaseraccordance with the respective terms thereof. If such a Cutback occursat any time after January 1, 1997 the number of shares that are entitled to be included in the registration and underwriting shall Registration Statements required to be allocated filed as provided in the following manner: (ifirst sentence of this Section 2(a) first, shall not be sufficient to cover the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis resale of the number of shares for of Common Stock issuable on conversion in full of the unconverted Preferred Shares and the unexercised Warrants, then promptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which each shall not constitute a post-effective amendment to any Registration Statement required to be filed pursuant to the first sentence of this Section 2(a) or other applicable form covering such requesting holder has requested registrationnumber of shares of Common Stock as shall be sufficient to cover the resale of the shares acquired upon such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a) (i) or (ii), as the case may be, and the Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a)(i) or (ii), as the case may be.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to the date (the "FILING DATE") which is forty-five (45) days after the closing date of such noticewith respect to the First Closing under the Securities Purchase Agreement (the "FIRST CLOSING DATE"), file with the SEC a Registration Statement on Form S-3, if eligible, or on Form SB-2 or Form S-1 (or, if Form SB-2 or Form S-1 is not then available, on such form of Registration Statements (Statement as is necessary) on Form S-3 (or if such form is unavailablethen available to effect a registration of the Registrable Securities, such other form as is available for registrationsubject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Preferred Shares (including, but not limited to, shares issued or issuable upon exercise of the Investment Options) and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of (i) the aggregate number of Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Preferred Shares (including upon exercise of the Investment Options under the Preferred Shares) (in each case based on the lesser of Variable Conversion Price and the Fixed Conversion Price (each as defined in the Certificates of Designation) then in effect) and (ii) the number of Warrant Shares issuable upon exercise of or otherwise pursuant to the Warrants (based on the Exercise Price (as defined in the Warrants) then in effect), in each case without regard to any limitation on the Investor's ability to convert the Preferred Shares or exercise the Warrants. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares acknowledges that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be initially included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock Registration Statement represents a good faith estimate of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the maximum number of shares issuable upon conversion of or otherwise pursuant to the Preferred Shares (including exercise of the Investment Options under the Preferred Shares) and upon exercise of or otherwise pursuant to the Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for which each such requesting holder has requested registrationacceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Initial Investors and their counsel prior to its filing or other submission.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 90 days after the date of such noticethe closing under the Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement on Form S-3 covering at least 1,200,000 shares of Common Stock as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 415 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares or the exercise price of the Warrants in accordance with the respective terms thereof. If at any time the number of shares of Common Stock included in the Registration Statements (Statement required to be filed as is necessaryprovided in the first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion of the Preferred Shares and the exercise in full of the unexercised Warrants, then promptly, but in no event later than 30 days after such insufficiency shall occur, the Company shall file with the SEC any required additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement required to be filed pursuant to the first sentence of this Section 2(a)) or if other applicable form covering such form is unavailablenumber of shares of Common Stock as shall be sufficient to correct such insufficiency; provided, however, that the Company shall not be required to file more than one such additional Registration Statement per calendar quarter. For all purposes of this Agreement (other form than Section 2(c) hereof) each such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement as is available for registration) covering they shall have with respect to the resale of all of initial Registration Statement required to be filed by the SharesCompany pursuant to this Section 2(a). The Company shall use promptly, but in any event within thirty (30) days of its best efforts receipt of written notice, comply with the request of Investors holding a majority in interest of the Registrable Securities that the Company file an amendment to have the plan of distribution of the Registration Statement, including, but not limited to, a request for an underwritten public offering; provided, however, that the Company shall not file more than one such amendment to the plan of distribution of the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationper calendar year.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, on or prior to the earlier to occur of (i) ten (10) days from the Funding Date (as soon as practicable but defined in no event later than 60 calendar the Section 1(d) of the Securities Purchase Agreement) occurring in December 2003 or (ii) thirty (30) days after from the date of termination of this transaction as set forth in Section 1(d) of the Securities Purchase Agreement (such noticeearlier date being referred to herein as the "FILING DATE"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures and exercise of the SharesWarrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than an amount equal to two (2) times the sum of the number of Conversion Shares that are then issuable upon conversion of the Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time), and the number of Warrant Shares that are then issuable upon exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Debentures or exercise the Warrants. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares acknowledges that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be initially included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock Registration Statement represents a good faith estimate of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the maximum number of shares for which each such requesting holder has requested registrationissuable upon conversion of the Debentures and upon exercise of the Warrants.

Mandatory Registration. Upon receipt The Company shall prepare and file with the Securities and Exchange Commission, no later than May 31, 1999, a Registration Statement registering for resale by the Holders a sufficient number of written demand shares of Common Stock for the Preferred Holders to sell the Registrable Securities into which the Preferred Stock would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all shares of Preferred Stock had been converted into Common Stock in accordance with their terms, including, with respect to the Series B Stock, that the Company did not achieve the performance targets set forth in the Designation of Terms of the Series B Stock attached to the Company's Restated Articles). The Registration Statement (i) shall include only the Registrable Securities and (ii) shall also state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock resulting from adjustment in the conversion price or to prevent dilution resulting from stock splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier of (x) five (5) days after notice by Purchaserthe Securities and Exchange Commission that it may be declared effective or (y) one hundred twenty (120) days after the Closing Date as defined in the Stock Purchase Agreement (the "Required Effective Date"). If at any time the number of shares of Common Stock into which the Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall prepareeither (i) amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 3.1, andif such Registration Statement has not been declared effective by the Securities and Exchange Commission at that time, as soon as practicable but to register all shares of Common Stock into which the Preferred Stock may currently or in no event later than 60 calendar days after the date of future be converted, or (ii) if such noticeRegistration Statement has been declared effective by the Securities and Exchange Commission at that time, file with the SEC a Securities and Exchange Commission an amendment to or an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (Preferred Stock may currently or successor form) or a transaction to which Rule 145 or any other similar rule of in the SEC is applicable, future be converted that exceed the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the aggregate number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationCommon Stock already registered.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andand within thirty (30) days after the Closing Date (as that term is defined in Section 7 of the Stock Purchase Agreement) file with the SEC, either a Registration Statement on Form S-3 covering at least an aggregate of 4,000,000 shares of Common Stock for the Initial Investors (or such lesser number as soon as practicable may be required by the SEC, but in no event later less than 60 calendar 200% of the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form S-3), or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance Rule 457 under the Securities Act it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, stock dividends or similar event). If at any time the number of shares of Common Stock into which the Preferred Stock may be converted exceeds the number of shares of Common Stock covered by the Registration Statement on Form S-3, referred to in the preceding sentence, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend such Registration Statement, if such Registration Statement has not been declared effective by the date SEC at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or (ii) if such noticeRegistration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends Preferred Stock may be included in converted that exceed such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationCommon Stock already registered.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) , subject to the consent of each Purchaser and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, within thirty (30) days after the first to occur of (1) the issuance, sale, and delivery of $1,500,000 in original principal amount of Bridge Notes, or (2) the date the Company receives written notice from Sovereign Capital Advisors, LLC of termination of further offers of the Bridge Notes (the "Filing Deadline"). The Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon conversion of the Series 1 Bridge Notes and exercise of the Purchaser Warrants to prevent dilution resulting from stock splits, stock dividends, or similar transactions, and (ii) by reason of the Repricing Warrants in accordance with the terms thereof. Such Registration Statement shall initially register for resale at least 1,316,025 shares of Common Stock, comprised of 641,025 shares for Conversion Shares, 300,000 shares for Purchaser Warrant Shares, 75,000 shares for Placement Warrant Shares, and 300,000 shares of Common Stock to cover the Repricing Warrant Shares, all of which is subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. within ninety (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1590) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice given by from the CompanySEC. Such Registration Statement shall be kept current and effective for a period of twelve (bb12) months from the Closing Date. If a Registration Statement with respect to the registration, Common Stock is not effective on the Maturity Date (as described such term is defined in Section 5(e)(ii)(aa) above, involves an underwritten offeringthe Series 1 Bridge Note), the Company will not be required agrees to register Shares in excess and shall pay a cash penalty equal to two percent (2%) per month of the outstanding principal amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in Series 1 Bridge Notes, payable monthly and pro-rated for partial months until the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationRegistration Statement is effective.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 30 days after the date of such noticeClosing Date, file with the SEC a Registration Statement on Form S-3 covering the resale of at least 1,395,000 of the Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. If at any time the number of shares of Common Stock included in the Registration Statements (Statement required to be filed as is necessaryprovided in the first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice filed pursuant to the Purchaser first sentence of its intention to effect this Section 2(a)) covering such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and underwriting the Company and the Investors shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 2(a).

Mandatory Registration. Upon receipt of written demand by PurchaserThe Company shall prepare and file with, and cause to be declared effective by, the Company shall prepareSEC a Registration Statement on Form S-3, andwhich, on the date of filing with the SEC, covers the resale by the Purchasers or their permitted assignees of a number of shares of Common Stock at least equal to the number of Warrant Shares, and thereafter to cause such Registration Statement relating to Registrable Securities to be declared effective as soon as practicable possible after such filing but in any event, not later than 180 days after the Date of Closing. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable upon exercise of the unexercised portions of Warrants, then promptly, but in no event later than 60 calendar 20 days after such insufficiency shall occur, the date of such notice, Company shall file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice filed pursuant to the Purchaser first sentence of its intention to effect such a registration. Subject to this Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"2(a)), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If covering such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such exercises. For all purposes of this Agreement, such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and underwriting the Company and the Purchasers shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company for any securities it proposes pursuant to sell for its own account, (ii) second, this Section 2(a). Except to the Purchaser requiring such registrationextent required under the agreements set forth under Schedule 1, and (iii) thirdthe Registration Statement shall not, without the Purchasers' consent which shall not be unreasonably withheld, include securities to be sold for the account of any other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationselling securityholder.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 30 days after the date of such noticeClosing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailablewhich, such other form as is available for registration) covering on the date of filing with the SEC, covers the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any Initial Investor of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or number of shares of the Company held by third parties and which is not a registration solely Common Stock at least equal to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled of Common Stock issuable upon conversion of the Series B Preferred Shares and the number of Dividend Shares issuable thereon (based on the market price of the Common Stock at the time the Registration Statement is filed with the SEC) assuming the Initial Investor does not sell or convert any shares of Series B Preferred Stock for two years after the Closing Date, determined as if the Series B Preferred Shares and such number of Dividend Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to be included the limitation on beneficial ownership contained in the registration proviso to the second sentence of Section 10(a) of the Certificate of Designations) based on a Conversion Price computed from the Average Market Price and underwriting shall be allocated a Conversion Percentage (as such terms are defined in the following manner: (iCertificate of Designations) firstof 87.5%, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and Dividend Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. The Registration Statement will also register the Conversion Shares issuable to Advantage pursuant to the Company for Other Subscription Agreement and the Letter Agreement. If at any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of time the number of shares for which each such requesting holder has requested registration.of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this

Mandatory Registration. Upon receipt of written demand by PurchaserExcept as described in sections 2.1(b), the 2.1(c) and 2.1(d): The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, prepare and file with the SEC on or before May 7, 2002 (the "Filing Deadline") a Registration Statement or Registration Statements (as is necessary) registration statement on Form S-3 (or or, if Form S-3 is not then available, on such form of registration statement that is unavailablethen available to effect a registration of all Registrable Securities, such other form as is available subject to consent of the Investors holding at least a majority of the Registrable Securities) for registration) covering the resale purpose of registering under the Securities Act all of the SharesRegistrable Securities for resale by, and for the account of, the Holders as selling stockholders thereunder (the "Registration Statement"). The Company shall use its best efforts to have cause the Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Registrable Securities (A) are sold and (B) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the "Registration Withdrawal Date". If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Registration Warrant")), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after May 7, 2002, that the Registration Statement has not been filed with the SEC, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement was filed with the SEC and the denominator of which is thirty. If the Registration Statement has not been declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If on or before June 21, 2002, the Company decidesshall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after June 21, including as required under any demand registration rights agreement2002, that the Registration Statement has not been declared effective by the SEC, the Company shall issue to register any each Holder a Registration Warrant to acquire that number of its common stock or securities convertible into or exchangeable for common stock under shares of Common Stock equal to (A) ten percent (10%) of the Securities Act number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a form fraction, the numerator of which is suitable for an offering for cash or shares the number of days during such thirty-day period before the Company held date on which the Registration Statement is declared effective by third parties the SEC and the denominator of which is not a registration solely thirty. Notwithstanding anything contained in section 2.1(a) to implement an employee benefit planthe contrary, with respect to Second Addendum Registrable Securities: The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-4 S-3 (or successor formor, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Second Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Second Addendum Registrable Securities) or a transaction (B) an amendment to which Rule 145 or any other similar rule the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the SEC is applicableSecond Addendum Registrable Securities for resale by, and for the account of, the Company will promptly give written notice Holders of Second Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Purchaser Registration Statement, as the case may be, is referred to herein as the "Second Registration Statement"). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Second Addendum Registrable Securities are sold and can be sold by all the Holders of Second Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its intention to effect such a registrationsales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. Subject to Section 5(e)(ii)(bb) belowIf the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall include all issue to each Holder of Second Addendum Registrable Securities an additional warrant (on the Shares that same terms and conditions as the Purchaser requests to be included Warrants, including the Exercise Price then in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering effect (a "CutbackSecond Registration Warrant")), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the acquire that number of shares that are entitled of Common Stock equal to be included in the registration and underwriting shall be allocated in the following manner: ten percent (i10%) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a) or 2.1(b) to the contrary, with respect to Third Addendum Registrable Securities: The Company shall prepare and file with the SEC not later than the earlier of August 16, 2002, and one week after each of the Registration Statement and Second Registration Statement is declared effective by the SEC (the "Required Filing Date"), (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Third Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Third Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a) or the Second Registration Statement described in section 2.1(b), for the purpose of registering under the Securities Act all of the Third Addendum Registrable Securities for resale by, and for the account of, the Holders of Third Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the "Third Registration Statement"). The Company shall use best efforts to cause the Third Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Third Addendum Registrable Securities are sold and can be sold by all the Holders of Third Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Third Registration Statement with the SEC on or before the Required Filing Date, the Company shall issue to each Holder of Third Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Third Registration Warrant")), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Filing Date that the Third Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such requesting holder thirty-day period before the date on which the Third Registration Statement was filed with the SEC and the denominator of which is thirty. If the Third Registration Statement has requested registrationnot been declared effective by the SEC on or before thirty days after it is filed (the "Required Effective Date"), the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Effective Date that the Third Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a), 2.1(b) or 2.1(c) to the contrary, with respect to Fourth Addendum Registrable Securities: The Company shall prepare and file with the SEC not later than the earlier of five business days after the Closing Date and three business days after each of the Registration Statement, the Second Registration Statement and Third Registration Statement is declared effective by the SEC (the "Fourth Addendum Required Filing Date"), (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Fourth Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Fourth Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a), the Second Registration Statement described in section 2.1(b) or the Third Registration Statement described in section 2.1(c), for the purpose of registering under the Securities Act all of the Fourth Addendum Registrable Securities for resale by, and for the account of, the Holders of Fourth Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the "Fourth Registration Statement"). The Company shall use best efforts to cause the Fourth Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Fourth Addendum Registrable Securities are sold and can be sold by all the Holders of Fourth Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Fourth Registration Statement with the SEC on or before the Fourth Addendum Required Filing Date, the Company shall issue to each Holder of Fourth Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Fourth Registration Warrant")), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Filing Date that the Fourth Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement was filed with the SEC and the denominator of which is thirty. If the Fourth Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the "Fourth Addendum Required Effective Date"), the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Effective Date that the Fourth Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after on or prior to September 28, 1999 file (the date of such notice, file "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 S-1 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) , subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale of all of the SharesRegistrable Securities and Series C Convertible Preferred Stock issued in July 1998, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. Such Registration Statement shall initially register for resale at least _____________________ shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. within one hundred and twenty (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15120) days after the issuance of the Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice given from the SEC. If the Registration Statement has not been filed by the Company. (bb) If Filing Deadline and/or the registrationRegistration Statement has not been declared effective by the Registration Deadline, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, then the Company will not be required to register Shares liable for liquidated damages enforceable by the Investor. The liquidated damages will be in excess the amount of 2% of the amount purchase price of the outstanding Registrable Securities for the first full thirty (30) days beyond such deadlines that the principal underwriter reasonably Registration has not been filed and/or declared effective and 2% for every full 30 day period thereafter until the Registration Statement has been filed and/or declared effective. The liquidated damages will be payable in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to cash by the Company for any securities it proposes to sell for its own account, (ii) second, to upon demand by the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationInvestor.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall preparefile with the United States Securities and Exchange Commission ("SEC"), and, as soon as practicable but in no event later than 60 on the date which is on or before thirty-five (35) calendar days after the date of such notice, file with Closing Date (the SEC "FILING DEADLINE") a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 3,699,042 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Registrable Securities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least five (5) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the SharesRegistrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the fifth (5th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel for review and comment at least three (3) Business Days prior to its filing or other submission. The Company shall use its best efforts to have cause each of the Initial Registration Statement declared and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days practicable after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationfiling thereof.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 15 days after the date of such noticethe closing under the Subscription Agreement (the "Closing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailableS-1 covering at least _______* shares of Common Stock as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such other form Registration Statement also covers such indeterminate number of additional shares of Common Stock as is available for registration) covering the resale of all may become issuable upon conversion of the SharesPreferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares and the exercise price of the Warrants in accordance with the respective terms thereof. The Company shall use its best efforts to have If at any time the number of shares of Common Stock included in the Registration Statement declared effective by required to be filed as provided in the SEC as soon as practicable. (iifirst sentence of this Section 2(a) PIGGY BACK REGISTRATION RIGHTS. (aa) If shall be insufficient to cover the Company decides, including as required under any demand registration rights agreement, to register any number of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement Common Stock issuable on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule conversion in full of the SEC is applicableunconverted Preferred Shares and the unexercised Warrants, the Company will promptly give written notice to the Purchaser of its intention to effect then promptly, but in no event later than 15 days after such a registration. Subject to Section 5(e)(ii)(bb) belowinsufficiency shall occur, the Company shall include all of file with the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen SEC an additional Registration Statement on Form S-1 (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the ------------------------- * Insert total number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: issuable upon (i1) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders exercise of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the Warrants into number of shares equal to the conversion shares set forth in (2) divided by 5 and (2) conversion of the Preferred Stock at lesser of (x) 80% of average closing bid prices for which each 5 trading days or (y) $3.375. not constitute a post-effective amendment to the Registration Statement required to be filed pursuant to the first sentence of this Section 2(a)) or other applicable form covering such requesting holder has requested registrationnumber of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andprepare and file with the SEC, as soon as practicable possible after the Closing Date, but no later than thirty (30) days following the Closing Date, a Registration Statement on Form S-3, or other available form, registering for resale by the Investor all of the Registrable Securities, but in no event less than two hundred percent (200%) of the aggregate number of shares into which the Tranche II of the Debenture would be convertible at the time of filing of the Registration Statement (assuming for such purposes that the entire principal and interest balance of Tranche II of the Debenture had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as of such date). The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of Tranche II of the Debenture to prevent dilution resulting from stock splits, or stock dividends. The Company will use its best efforts to cause the Registration Statement to be declared effective no later than 60 calendar ninety (90) days after the date Closing Date. If at any time the number of shares of Common Stock into which Tranche II of the Debenture may be converted equals more than seventy five percent (75%) of the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) further amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such noticeRegistration Statement has not been declared effective by the SEC at that time, to register 200% of the aggregate of all shares of Common Stock into which Tranche II of the Debenture may then or in the future be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 S-3, or other available forum as may be appropriate, to register (or if such form is unavailable, such other form as is available for registrationA) covering the resale of all 200% of the Sharesaggregate shares of Common Stock into which Tranche II of the Debenture may then or in the future be converted, less (B) the aggregate number of shares of Common Stock already registered which have not been issued upon conversions of Tranche II of the Debenture. The Company shall use its best efforts to have the Registration Statement declared effective by shall not include any shares other than the SEC Registrable Securities, and certain other shares that the Company is obligated to Register as soon set forth in Schedule 5(b), without the consent of the Investor. Nothing contained in this Agreement shall modify or amend any of the terms of the November Registration Agreement as practicable. it applies to (i) the Conversion Shares issuable upon the conversion of Tranche I (and interest thereon) and (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If shares issuable upon the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares exercise of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 Warrants (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included defined in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationNovember Registration Agreement).

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar and on or prior to the date which is 45 days after the date of such noticeClosing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailablewhich, such other form as is available for registration) covering on the date of filing with the SEC, covers the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any Initial Investor of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, of Common Stock at least equal to the Company for any securities it proposes sum of (x) a number of shares of Common Stock equal to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis 205% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificates of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificates of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 120% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for which each such requesting holder has requested registrationthe account of any selling securityholder other than (i) the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement, (ii) Foothill Capital Corporation with respect to 325,000 shares of Common Stock issuable upon exercise of outstanding warrants and (iii) Reedland Capital Partners with respect to 100,000 shares of Common Stock issuable upon exercise of Warrants issuable in connection with the transactions contemplated by the Subscription Agreement.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, prepare and, as soon as practicable but in no event later than 60 calendar days after on or before the date of such noticetwentieth (20th) day following the Closing Date (the "Filing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of all at least 1,010,000 Registrable Securities (200% of the Shares. The Company shall use its best efforts maximum number of shares of Common Stock issuable upon the full conversion of or otherwise with respect to have the Preferred Stock (based on the Conversion Price (as defined in the Certificate of Designation) in effect on the Closing Date), plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Warrants), which Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementStatement, to register any of its common stock or securities convertible into or exchangeable for common stock the extent allowable under the Securities Act on a form which is suitable for an offering for cash or and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule Common Stock as may become issuable upon conversion of the SEC is applicablePreferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of reductions in the Conversion Price of the Preferred Stock in accordance with the terms thereof (including, but not limited to, the Company will promptly give written notice terms which cause the Variable Conversion Price to decrease to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, extent the Company shall include all Closing Bid Price of the Shares that the Purchaser requests to be included Common Stock decreases). The Registrable Securities initially set forth in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting Registration Statement shall be allocated in the following manner: (i) first, to the Company Investors as set forth in Section 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for any securities it proposes acceleration of effectiveness thereof) shall be provided to sell for its own account, (ii) second, and subject to the Purchaser requiring such registration, approval of) the Initial Investors and (iii) third, their counsel prior to its filing or other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationsubmission.

Mandatory Registration. Upon receipt At any time after a period of written demand by Purchasersix (6) months from the date hereof, the Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to thirty (30) days after from the date of such noticereceipt of written demand of the Investors (the “Filing Date”), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities underlying the Notes and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Notes and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. However, no Registration Statement or Additional Registration Statement shall be required to be filed by the Company regardless of the provisions of this Section 2, at any time that the Registrable Securities can be sold pursuant to a valid exemption from registration provided by Rule 144 of the Securities Act of 1933, as amended. The number of shares of Common Stock initially included in such Registration Statement shall be equal to thirty percent (30%) of the Company’s then current public float, or as many as the Commission will then allow, with priority given to the Conversion Shares, and pro rata between the Investors, without regard to any limitation on the Investor’s ability to convert the Notes or exercise the Warrants. The Company shall use acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Notes and upon exercise of the Warrants. Assuming the Company uses its best efforts to have register as many Registrable Securities as possible on the initial Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) belowAdditional Registration Statements, the Company shall include all not be in default of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15Section 2(d) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationbelow.

Mandatory Registration. Upon receipt of written demand by Purchaser(i) Following each date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline (as soon as practicable but in no event later than 60 calendar days after the date of such notice, defined above) file with the SEC SEC, or have on file with the SEC, a Registration Statement or (the “Mandatory Registration Statements (as is necessaryStatement”) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registration) to effect a registration of the Registrable Securities, subject to the consent of the Buyers, which consent will not be unreasonably withheld), which may include a shelf registration statement on Form S-3, covering the resale of all of the Shares. The Company shall use its best efforts to have Registrable Securities issued on the applicable Issuance Date which Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementStatement, to register any of its common stock or securities convertible into or exchangeable for common stock the extent allowable under the Securities Act on a form which is suitable for an offering for cash or and the rules and regulations promulgated thereunder (including Rule 416), and to the extent necessary, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Company held by third parties and which is not a registration solely Warrants to implement prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement, or an employee benefit plan, a applicable prospectus supplement thereto if the shelf registration statement on Form S-4 (or successor form) or S-3 does not otherwise identify a transaction to which Rule 145 or any other similar rule specific number of the SEC is applicable, the Company will promptly give written notice to the Purchaser shares of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests Common Stock to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoningregistered, shall be delivered to Purchaser. If such a Cutback occurs, no less than the aggregate number of shares Warrant Shares that are entitled then issuable upon exercise of or otherwise pursuant to be included in the registration Warrants issued on the Issuance Date, without regard to any limitation on the Buyers’ ability to exercise the Warrants, respectively. Each Registration Statement (and underwriting each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be allocated in the following manner: provided to (i) first, and subject to the Company for any securities it proposes approval, which shall not be unreasonably withheld, of) the Buyers and their counsel prior to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to filing or other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationsubmission.

Mandatory Registration. Upon receipt of written demand by Purchaser(i) Following the date on which any Warrants and/or Notes are issued pursuant to the Facility Agreement and/or the Securities Purchase Agreement, as applicable (each, an “Issuance Date”), the Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, and file with the SEC on or prior to the applicable Filing Deadline (as defined above) a Registration Statement or (the “Mandatory Registration Statements (as is necessaryStatement”) on Form S-3 S-1 (or or, if Form S-1 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Buyers, which consent will not be unreasonably withheld) covering the resale of all of the Shares. The Company shall use its best efforts to have Registrable Securities issued on the applicable Issuance Date (as defined above) which Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementStatement, to register any of its common stock or securities convertible into or exchangeable for common stock the extent allowable under the Securities Act on a form which is suitable for an offering for cash or and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule Common Stock as may become issuable upon exercise of the SEC is applicableWarrants, conversion of the Company will promptly give written notice Notes or otherwise pursuant to the Purchaser Warrants and/or Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all shares of the Shares that the Purchaser requests to be Common Stock initially included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, Registration Statement shall be delivered to Purchaser. If such a Cutback occurs, no less than the aggregate number of shares that are entitled then issuable upon exercise of the Warrants, conversion of the Notes, and/or otherwise pursuant to be included in the registration Warrants and/or Notes issued on the Issuance Date, without regard to any limitation on the Buyers’ ability to exercise the Warrants or convert the Notes, respectively. Each Registration Statement (and underwriting each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be allocated in the following manner: provided to (i) first, and subject to the Company for any securities it proposes approval of) the Buyers and their counsel prior to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to filing or other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationsubmission.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall use its best efforts to prepare, and, as soon as practicable but in no event later than 60 calendar days after the on or before April 1, 1999 (such date of such noticefiling, the "Initial Filing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) ), covering the resale of all the amount of Registrable Securities identified below, which Registration Statement(s), to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), shall state that such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon conversion of the SharesShares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions, (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof, and (iii) by reason of the exercise by Buyer of its right of first refusal as set forth in Section 5 of the Stock Purchase Agreement. The number of shares of Common Stock initially included in such Registration Statement(s) shall be no less than 3,000,000 shares of Common Stock that are issuable upon the Initial Filing Date and the exercise of Warrants in accordance with their terms. The Company shall use its best efforts to have the such Registration Statement Statement(s) declared effective by the SEC as soon as practicable. within ninety (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1590) days after the notice given filing of the Registration Statement. The Company further undertakes to take all steps necessary to ensure that a Registration Statement is or Registration Statements are effective during the Registration Period (as defined below) with respect to all Registrable Securities and the resale thereof at all times during the Registration Period. Any Registration Statement(s) referred to in this Section 2(a) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to and approved by Buyer and its legal counsel prior to the Company. 's filing or other submission (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will such approval not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.unreasonably withheld)

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after on or before the forty-fifth (45th) day following the date of such noticethe Closing under the Securities Purchase Agreement (the "Filing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of all of the Registrable Securities required to be included in such Registration Statement, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of all at least 3,000,000 Registrable Securities (200% of the Sharesmaximum number of shares of Common Stock issuable upon the full exercise of or otherwise with respect to the Prepaid Warrants issued at the Closing (based upon the lowest Exercise Percentage thereunder), plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Incentive Warrants and Placement Agent Warrants issued at the Closing). The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementfiled hereunder, to register any of its common stock or securities convertible into or exchangeable for common stock the extent allowable under the Securities Act on a form which is suitable for an offering for cash or and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule Common Stock as may become issuable upon exercise of the SEC is applicableWarrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of reductions in the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Prepaid Warrants, the Company will promptly give written notice terms which cause the applicable Exercise Percentages to decrease and the terms which cause the Variable Exercise Price to decrease to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, extent the Company shall include all Closing Bid Price of the Shares that the Purchaser requests to be Common Stock decreases). The Registrable Securities included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting any Registration Statement filed hereunder shall be allocated in the following manner: (i) first, to the Company Investors as set forth in Section 11(k) hereof. The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for any securities it proposes acceleration of effectiveness thereof) shall be provided to sell for its own account, (ii) second, and subject to the Purchaser requiring such registration, approval of) the Initial Investors and (iii) third, their counsel prior to its filing or other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationsubmission.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 registering for resale by the Investors a sufficient number of shares of Common Stock for the Investors (or if such form is unavailablelesser number as may be required by the SEC in writing, such other form as is available for registration) covering but in no event less than the resale number of all shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Shares. The Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends), and the Company shall use its best efforts to have cause the Registration Statement shall be declared effective no later than 120 days after the closing of the issuance of the first tranche of Series H Preferred Stock (the "Closing Date"). If at any time after the Registration Statement has been declared effective the number of shares of Common Stock into which the Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock, the Company shall within one (1) business day after knowledge of such occurrence give written notice to the Buyers and to Goldxxxxx Xxx Group, counsel to the Investors, of such occurrence, and, within ten (10) business days after knowledge of such occurrence, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC as soon as practicable. at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If if such Registration Statement has been declared effective by the Company decidesSEC at that time, including as required under any demand registration rights agreement, file with the SEC an additional Registration Statement on Form S-3 to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends Preferred Stock may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, converted that exceed the aggregate number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationCommon Stock already registered.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andprepare and file with the SEC, as soon as practicable possible after the Closing Date but no later than twenty-one (21) days following the Initial Closing Date, either a Registration Statement on Form S-3 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than two hundred percent (200%) of the aggregate number of shares into which the Initial Preferred Stock and the Additional Preferred Stock would be convertible at the time of filing of such Registration Statement (assuming for such purposes that the maximum Additional Preferred Stock had been issued at such date and that all Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, 3 eligibility or conversion had in fact occurred as of such date). The Registration Statement (i) shall include only the Registrable Securities and 150,000 shares of Common Stock held by the Stockholder (as defined in and as contemplated by the last paragraph of EXHIBIT 1 annexed hereto) and (ii) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock resulting from adjustment in the Conversion Price or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective no later than 60 calendar the earlier of (x) five (5) days after notice by the SEC that it may be declared effective or (y) sixty (60) days after the date Initial Closing Date. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days, either (i) amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such noticeRegistration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such other appropriate form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (Preferred Stock may currently or successor form) or a transaction to which Rule 145 or any other similar rule of in the SEC is applicable, future be converted that exceed the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the aggregate number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationCommon Stock already registered.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, prepare and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is 10 days after the date of such noticeClosing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if by the Buyer which at the time such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement is declared effective by the SEC covers the resale of a number of shares of Common Stock equal to (A) at least 110% of the number of Conversion Shares issuable to Buyer under the Note, determined as soon if the Note, together with accrued and unpaid interest, was converted in full on the trading day prior to the SEC Effective Date at a conversion price equal to 90% of the lowest per share Trading Price on such trading day, (B) at least 100% of the Warrant Shares issuable to the Buyer and (C) such additional number of shares of Common Stock as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, shall in its discretion determine to register any in connection with the issuance of its common stock or securities convertible into or exchangeable for common stock the Interest Shares, as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act on a form which is suitable for an offering for cash or 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Company held by third parties and which Note to prevent dilution resulting from stock splits, stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not a registration solely deemed to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule cover such indeterminate number of shares of Common Stock as shall be issuable upon conversion of the SEC is applicable, Note based on changes from time to time in the Company will promptly give written notice conversion price thereof such that at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the Purchaser first sentence of its intention this Section 8(a) shall be insufficient to effect such a registration. Subject cover the number of shares of Common Stock issuable on conversion in full of the unconverted portion of the Note (after taking into account any redemptions pursuant to Section 5(e)(ii)(bb2.4(b) belowof the Note), then promptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall include all of file with the Shares that the Purchaser requests to be included in such SEC an additional Registration Statement on Form S-3 (which shall not constitute a registration by a written notice delivered post-effective amendment to the Company within fifteen (15Registration Statement filed pursuant to the first sentence of this Section 8(a)) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in covering such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that are entitled nothing in this Section 8(a) shall limit the -------- ------- rights of the holder of the Note to have all or a portion of the Note redeemed pursuant to Section 2.4(b) of the Note. For all purposes of this Agreement such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to this Section 8(a), and underwriting the Company and the Investors shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 8(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, prepare and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is 30 days after the date of such noticeClosing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if the Company is not eligible to use such form is unavailableat the time of filing with the SEC, such other form as is available for registrationForm S-1) covering which, on the date of filing with the SEC, covers the resale by the Initial Purchaser of a number of shares of Common Stock equal to the sum of (x) 150% of the number of Common Shares issuable upon conversion of the Preferred Shares at the then applicable Conversion Price (as defined in the Certificate) PLUS (y) the number of Warrant Shares issuable upon exercise in full of the Warrants (in each case determined without regard to the limitations on beneficial ownership contained in the Certificate and Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover all of the SharesCommon Shares and Warrant Shares issuable upon conversion of the Preferred Shares and exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 30 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (or, if the Company is not eligible to use such form at the time of filing with the SEC, Form S-1) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such exercise. The Company shall use its best efforts to have the such additional Registration Statement declared effective by the SEC as soon as practicablepossible thereafter. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company decidespursuant to Section 2(a) of this Agreement, including and the Company and the Purchasers shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required under to be filed by the Company pursuant to this Section 2(a). Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any demand selling security holder other than the Purchasers and the holders of the registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares described in Schedule 11(a). As of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule date of the SEC is applicablethis Agreement, the Company will promptly give written notice is eligible to file the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof Registration Statement on the basis of the number of shares for which each such requesting holder has requested registrationForm S-3.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after on or prior to July 31, 2000 file (the date of such notice, file "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) , subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale of all of the SharesRegistrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. Such Registration Statement shall initially register for resale at least 1,500,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. within ninety (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1590) days after the issuance of the Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice given from the SEC. If the Registration Statement has not been filed by the Company. (bb) If Filing Deadline or the registrationRegistration Statement is not declared effective by the Registration Deadline, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, then the Company will not be required to register Shares pay the Buyers upon demand in excess of the cash an amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered equal to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to 1.5% of the Company face amount of the unredeemed Preferred Stock for any securities it proposes to sell for its own account, the first thirty (30) days and (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock 3.0% of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis face amount of the number of shares unredeemed Preferred Stock for which each such requesting holder has requested registrationevery thirty days thereafter that the Filing Deadline or Registration Deadline is late.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andshall, as soon as practicable after the Closing Date but in no event later more than 60 calendar 45 days after following the date of such noticeClosing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section l0 hereof), which consent will not be unreasonably withheld conditioned or delayed) covering the resale of all the Registrable Securities. The Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the SharesPreferred Stock and/or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Company shall use its best efforts to have cause such registration to become and remain effective (including the taking of such steps as are necessary to obtain the removal of any stop orders); provided, that the Investors shall furnish the Company, within five (5) business days of the Company's written request, with such appropriate information in connection therewith (whether requested prior to or after the filing of the Registration Statement declared effective by with the SEC SEC) as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all reasonably request in writing. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the Shares that approval of) the Purchaser requests Initial Investors and its counsel prior to be its filing or other submission. The number of shares of Common Stock initially included in such a registration by a written notice delivered to Registration Statement shall be no less than one hundred fifty percent (150%) of the Company within fifteen shares of Common Stock issuable upon the conversion of the Preferred Stock and exercise of the Warrants on the Closing Date (15) days after assuming the notice given by the Company. (bb) If the registration, as described Conversion Price set forth in Section 5(e)(ii)(aa5(b)(ii)(A) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount Certificate of Designation). The Company further undertakes to take all steps necessary to ensure that a Registration Statement is, or Registration Statements are, effective at all times during the principal underwriter reasonably Registration Period (as defined below) with respect to all Registrable Securities and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationresale thereof.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (a) The Company shall prepareprepare and file with the SEC on or before April 30, and2000 (the "SEC Filing Date") a Registration Statement on Form S-3 or, if Form S-3 is not available, on another appropriate form reasonably acceptable to the Investors, which covers the resale of a number of shares of Common Stock equal to at least the number of Registrable Securities issuable to each Holder upon conversion of the Shares and exercise of the Warrants, determined as soon if the Shares were converted in full (based on an $5.75 per share conversion price) and the Warrants were exercised in full on the first anniversary of the Closing Date. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as practicable provided in the first sentence of this Section 6.2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Shares and unexercised Warrants, then promptly, but in no event later than 60 calendar days after such insufficiency shall occur, the date of such notice, Company shall file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 S-3, or another appropriate form (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice filed pursuant to the Purchaser first sentence of its intention to effect this Section 6.2(a)) covering such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to this Section 6.2(a), and underwriting the Company and the Holders shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 6.2(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andprepare and file with the SEC, as soon as practicable possible after the Closing Date (as defined in the Securities Purchase Agreement) but in no later than thirty (30) days following the Closing Date, either a Registration Statement on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form S-3 (assuming for such purposes that the Additional Preferred Stock had been issued at such date and all Preferred Stock was then eligible to be converted, and had been converted, into Conversion Shares in accordance with the terms of the Certificate of Designations, whether or not such issuance, eligibility or conversion had in fact occurred as of such date) or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends), which Registration Statement shall be declared effective no later than 60 calendar ninety (90) days after the date Closing Date. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such noticeRegistration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends Preferred Stock may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, converted that exceed the aggregate number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationCommon Stock already registered.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, prepare and, as soon as practicable but in no event later than 60 calendar thirty (30) days after the date of such noticeInitial Closing Date (the "Required Filing Date"), file with the SEC Commission a Registration Statement or Registration Statements (as is necessary) on Form S-3 SB-2, or an amendment to any pending Registration Statement on Form SB-2 of the Company, covering resales of (or if a) the Warrants and (b) the Minimum Conversion Shares on the filing date. In the event that Form SB-2 is unavailable for such form is unavailablea registration, the Company shall use such other form as is available for such a registration. Such Registration Statement or amended Registration Statement, as the case may be, shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of the Debentures and exercise of the Warrants (i) covering to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the resale extent consistent with the interpretations of the Commission of such rule at such time, resulting from any adjustment in the applicable Conversion Price of such Debentures or the Current Warrant Price of such Warrants. If on any date the Minimum Conversion Shares exceed the total number of Shares so registered, the Company shall (i) if such Registration Statement has not been declared effective by the Commission at that time, amend the Registration Statement filed by the Company pursuant to the preceding portions of this paragraph, to register all of such Minimum Conversion Shares, or (ii) if such Registration Statement has been declared effective by the SharesCommission at that time, file with the Commission an additional Registration Statement on SB-2 (or, in the event that Form SB-2 is unavailable for such a registration, on such other form as is available) to register all of such Minimum Conversion Shares that have not already been so registered. The Company shall use its best efforts to have cause any such Registration Statement or amended Registration Statement, as the case may be, to become effective within the earliest to occur of (i) ninety (90) days following the Initial Closing Date or in the event the Commission reviews the Registration Statement, no longer than 120 days from the Initial Closing Date; or (ii) if the Commission elects not to conduct a review of the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares has indicated that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.they

Mandatory Registration. Upon receipt of written demand by Purchaser, the (i) The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, prepare and file with the SEC Securities and Exchange Commission (the "Commission") not later than the 90th day (the "FILING DATE") after the effective date of the first merger (the "MERGER") of the Company with a company required to file reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "EXCHANGE ACT.) a Registration Statement or Registration Statements Xxxxxxxxxx (as is necessaryxx xxxxxxxxx) on Form S-3 (or if SB-2 covering the resale of all of the Registrable Securities, in an amount sufficient to cover the resale of the Shares issuable upon conversion of the Notes and exercise of the Warrants. In the event that Form SB-2 is unavailable and/or inappropriate for such form is unavailablea registration, the Company shall use such other form as is available and appropriate for such a registration) covering the . Any Registration Statement prepared pursuant hereto shall register for resale at least that number of all shares of Common Stock equal to the Shares. The Company shall use its best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the 120th day after the Merger (such day referred to herein as the "Effective Date"); PROVIDED THAT, if the Registration Statement is not declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If Effective Date then the Company decides, including as required under any demand registration rights agreement, shall pay to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for each Purchaser an offering for cash or shares amount equal to one percent (1%) per 30-day period of the Company held purchase price paid for the Notes purchased by third parties and such Purchaser. Thereafter, for every 30 days that pass during which is the Registration Statement has not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) belowbeen declared effective, the Company shall include all pay to each Purchaser an additional amount equal to one percent (1%) of the Shares that purchase price paid for the Purchaser requests to Notes purchased by such Purchaser. Each such payment shall be included in such a registration by a written notice delivered to the Company due within fifteen (15) five days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number end of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration30-day period.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepareprepare and file with the SEC, and, as soon as practicable but in no event later than 60 sixty (60) calendar days after the date Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the $2,000,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within sixty (60) calendar days after the Closing Date, then in such noticeevent the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after 60 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering S-1 to register the resale shares of all Common Stock into which the Debenture may be converted that exceed the aggregate number of the Sharesshares of Common Stock already registered. The Company above damages shall use its best efforts to have continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement declared effective by the SEC as soon as practicableis filed. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares Failure of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company make payment within fifteen (15) said 5 business days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such considered a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationdefault.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (1) The Company shall prepare, prepare and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is 30 days after the date of such noticeClosing Date, file with the SEC a Registration Statement on Form S-3 which on the SEC Filing Date covers the resale by the Buyer of a number of shares of Common Stock equal to (A) at least the number of Conversion Shares issuable to the Buyer under the Note, determined as if the Note, together with accrued and unpaid interest, were converted in full (determined without regard to the limitation in the second sentence of Section 2.1 of the Note) on the SEC Filing Date and as if the Note were convertible on the SEC Filing Date, (B) at least 100% of the Warrant Shares issuable to the Buyer and (C) such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the issuance of the Interest Shares, as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Note to prevent dilution resulting from stock splits, stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statements Statement is not deemed to cover such indeterminate number of shares of Common Stock as shall be issuable upon conversion of the Note based on changes from time to time in the conversion price thereof such that at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted portion of the Note (as is necessaryafter taking into account any redemptions pursuant to Section 2.4(b) of the Note), then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company which shall use its best efforts not constitute a post-effective amendment to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice filed pursuant to the Purchaser first sentence of its intention to effect this Section 8(a)) covering such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that are entitled nothing in this Section 8(a) shall limit the rights of the holder of the Note to have all or a portion of the Note redeemed pursuant to Section 2.4(b) of the Note. For all purposes of this Agreement such additional Registration Statement shall be deemed to be included in the registration Registration Statement required to be filed by the Company pursuant to this Section 8(a), and underwriting the Company and the Investors shall be allocated in have the following manner: (i) first, same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the Company for any securities it proposes initial Registration Statement required to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of be filed by the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationpursuant to this Section 8(a).

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepareprepare and file with the SEC, andon the later of December 19, 1997 or thirty (30) days from the Closing Date, either a Registration Statement on Form S-3 or an amendment to any pending Company Registration Statement on Form S-3 registering for resale by the Investor all of the Registrable Securities (or such lesser number as soon as practicable may be required by the SEC, but in no event later less than 60 calendar days after the date number of shares into which the Preferred Shares would be convertible at the time of filing of the Form S-3), and such notice, file with the SEC a Registration Statement or amended Registration Statements (Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all may become issuable upon conversion of the SharesPreferred Shares resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends. The Company shall use its best efforts to have cause the Registration Statement to be declared effective no later than ninety (90) days after the Closing Date. If at any time the number of shares of Common Stock into which the Preferred Shares may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC as soon as practicable. at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If if such Registration Statement has been declared effective by the Company decidesSEC at that time, including as required under any demand registration rights agreement, file with the SEC an additional Registration Statement on Form S-3 to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Preferred Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, converted that exceed the aggregate number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationCommon Stock already registered.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall preparefile with the United States Securities and Exchange Commission ("SEC"), and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is thirty days after the date of such notice, file with Closing Date (the SEC "Filing Date") a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 1,231,010 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "Initial Registration Statement"). The Registrable Securities included in the Initial Registration Statement shall be allocated to the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that the Adjustment Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC" Determination")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "Uncovered Shares"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the later of (x) the third (3rd) business day after becoming aware of the existence of any Uncovered Shares and (y) the tenth (10th) day after the date on which the Initial Registration Statement is declared effective by the SEC (such later date referred to herein as the "Uncovered Share Filing Date"), either (a) an amendment (the "Uncovered Shares Amendment") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "Uncovered Shares Registration Statement"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investor and its counsel for review and comment prior to its filing or other submission. The Company shall use its best efforts to have cause the Uncovered Shares Amendment or the Uncovered Shares Registration Statement declared to become effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days practicable after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationfiling thereof.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to the date which is thirty (30) days after the date of such noticethe Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if Form S-3 is not then available, on such form is unavailable, such other form of Registration Statement as is then available for registrationto effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of all the Registrable Securities underlying the Preferred Stock (including shares of Common Stock underlying any Redemption Note(s) issued pursuant to Article VI.A.(b) of the SharesArticles of Amendment) and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of the number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Preferred Stock or exercise the Warrants. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares acknowledges that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be initially included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock Registration Statement represents a good faith estimate of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the maximum number of shares for which each such requesting holder has requested registrationissuable upon conversion of the Preferred Stock and exercise of the Warrants.

Mandatory Registration. Upon receipt of written demand by Purchaser, the (i) The Company shall prepare, andprepare and file with the SEC, as soon as practicable after the Closing Date but in no event later than 60 calendar days after the date of such notice, file with the SEC a Registration Statement or Registration Statements thirty (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1530) days after the notice given by Closing Date (the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "CutbackRequired Filing Date"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which recommendation, and supporting reasoning, shall be delivered is at least equal to Purchaser. If such a Cutback occurs, one hundred fifty percent (150%) of the sum of (x) the number of shares into which the Debentures and all interest thereon through their respective Maturity Dates would be convertible at the time of filing of such Registration Statement (assuming for such purposes that are entitled all Debentures had been issued, had been eligible to be included converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) the registration number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible to be exercised and underwriting had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Lender, the Registration Statement (W) shall be allocated in include only (1) the following manner: Registrable Securities, (i2) first, the shares issuable on exercise of warrants issued to the Company for any securities it proposes to sell for its own account, (ii) second, to Finder in connection with the Purchaser requiring such registrationtransactions contemplated by the Transaction Agreements, and (iii3) third, up to 2,850,000 shares of Common Stock currently held or subject to issuance on conversion or exercise of other holders of stock rights currently held by other stockholders of the Company requesting inclusion Company, and (X) shall also state that, in accordance with Rule 416 and 457 under the registrationSecurities Act, pro rata among the respective holders thereof on the basis it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the number of shares for which each such requesting holder has requested registrationDebentures to prevent dilution resulting from stock splits, or stock dividends.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, andprepare and file with the SEC, as soon as practicable possible after the Closing Date, but no later than thirty (30) days following the Closing Date, either a Registration Statement on Form S-3 or an amendment to any such pending Registration Statement registering for resale by the Investor all of the Registrable Securities, but in no event less than the aggregate number of shares into (i) which the Preferred Stock would be convertible at the time of filing of the Form S-3 (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as of such date), and (ii) which would be issued upon exercise of all of the Warrants at the time of filing of the Form S-3 [assuming for such purposes that all Warrants had been eligible to be exercised and had been exercised in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date]. Such Registration Statement or amended Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective no later than 60 calendar ninety (90) days after the date Closing Date. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted and which would be issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such noticeRegistration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailableS-3, such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreementmay be appropriate, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of Common Stock into which the Company held by third parties Preferred Stock may currently or in the future be converted and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (would be issued currently or successor form) or a transaction to which Rule 145 or any other similar rule in the future upon exercise of the SEC is applicable, Warrants that exceed the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the aggregate number of shares that are entitled to be included in of Common Stock already registered. Such Registration Statement shall not include any shares other than the registration and underwriting shall be allocated in Registrable Securities without the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock consent of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationInvestor.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, prepare and, as soon as practicable but in no event later than 60 calendar thirty (30) days after the date of such noticeInitial Closing Date (the "Required Filing Date"), file with the SEC Commission a Registration Statement or Registration Statements (as is necessary) on Form S-3 SB-2, or an amendment to any pending Registration Statement on Form SB-2 of the Company, covering resales of (or if a) the Warrants and (b) the Minimum Conversion Shares on the filing date. In the event that Form SB-2 is unavailable for such form is unavailablea registration, the Company shall use such other form as is available for such a registration. Such Registration Statement or amended Registration Statement, as the case may be, shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of the Debentures and exercise of the Warrants (i) covering to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the resale extent consistent with the interpretations of the Commission of such rule at such time, resulting from any adjustment in the applicable Conversion Price of such Debentures or the Current Warrant Price of such Warrants. If on any date the Minimum Conversion Shares exceed the total number of Shares so registered, the Company shall (i) if such Registration Statement has not been declared effective by the Commission at that time, amend the Registration Statement filed by the Company pursuant to the preceding portions of this paragraph, to register all of such Minimum Conversion Shares, or (ii) if such Registration Statement has been declared effective by the SharesCommission at that time, file with the Commission an additional Registration Statement on SB-2 (or, in the event that Form SB-2 is unavailable for such a registration, on such other form as is available) to register all of such Minimum Conversion Shares that have not already been so registered. The Company shall use its best efforts to have cause any such Registration Statement or amended Registration Statement, as the case may be, to become effective within the earliest to occur of (i) ninety (90) days following the Initial Closing Date or in the event the Commission reviews the Registration Statement, no longer than 120 days from the Initial Closing Date; or (ii) if the Commission elects not to conduct a review of the Registration Statement declared effective by or has indicated that they have no further comments to the SEC Registration Statement, the date which is three (3) business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing. The earliest of such dates is referred to herein as the "Required Effective Date." Notwithstanding the use of the terms "Required Filing Date" and "Required Effective Date" herein, the Company shall at all times use its best efforts to file each required Registration Statement or amendment to a Registration Statement as soon as practicablepossible after the Initial Closing Date or after the date the Company becomes obligated to file such Registration Statement or amendment, as the case may be, and to cause each such Registration Statement or amendment to become effective as soon as possible thereafter. No securities of the Company other than the Registrable Securities shall be included in any such Registration Statement. The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold and (ii) PIGGY BACK REGISTRATION RIGHTS. the date on which the Registrable Securities (aain the opinion of counsel to the Purchaser) If the Company decides, may be immediately sold without restriction (including without limitation as required under any demand to volume by each holder thereof) without registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of (the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "CutbackRegistration Period"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepareprepare and file with the SEC, and, as soon as practicable but in no event later than 60 forty-five (45) calendar days after the date Closing Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the $_________ of Debentures, plus accrued interest, in the total offering would be convertible within five business days prior to the filing of such noticeRegistration Statement. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 1% of the face amount of each Debenture for each 30 day period, pro-rated for any portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC a an additional Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering applicable or a post-effective amendment to the resale Registration Statement to register the shares of all Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is filed. Failure of the SharesCompany to make payment within said 5 business days shall be considered a default. The Company shall use acknowledges that its best efforts failure to have file with the SEC, said Registration Statement declared effective by the SEC as soon as practicable. no later than forty-five (ii45) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) calendar days after the notice given by Closing Date will cause the CompanyInitial Investors to suffer damages in an amount that will be difficult to ascertain. (bb) If Accordingly, the registrationparties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as described in Section 5(e)(ii)(aa) abovesuch, involves an underwritten offeringagree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Company will not be required to register Shares in excess of Subscription Agreement and the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationDebenture.

Mandatory Registration. Upon receipt Subject to the conditions of written demand by Purchaserthis Section 2(a), if the Company shall preparereceive at any time and from time to time after the aggregate principal amount of the Note is below U.S. $1,500,000 (in whatever form, andincluding without limitation, the reduction of the outstanding balance by conversions by Buyer into shares of Common Stock or cash payments by the Company) a written request (the “Registration Request”) from the holders of at least 50% of the Registrable Securities then outstanding, that the Company file with the SEC the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities issuable upon then outstanding Securities, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all other holders of Registrable Securities, if any, and file with the SEC such Registration Statement, as soon as practicable practicable, following receipt of the Registration Request (but in no event later than 60 calendar days after the date of such notice, file with Filing Deadline). In the SEC a Registration Statement or Registration Statements (as is necessary) on event that Form S-3 (or if is unavailable for such form is unavailablea registration, the Company shall use such other form as is available for registration) covering such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(c). The Registration Statement prepared pursuant hereto shall register for resale of all at least 33% of the SharesCompany’s market capitalization based on the Company’s shares of Common Stock issued and outstanding and market price of the Company’s shares of Common Stock at the time of the Registration Request less any shares of Common Stock held by affiliates of the Company, or such greater amount as the Company in good faith believes the SEC may permit to be registered (as evidenced in comments received to a filed Registration Statement or other relevant precedent). The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicableno later than the Effectiveness Deadline. By 9:30 am on the fifth (ii5th) PIGGY BACK REGISTRATION RIGHTS. (aa) If calendar day following the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) belowEffective Date, the Company shall include all of file with the Shares that SEC in accordance with Rule 424 under the Purchaser requests 1933 Act the final prospectus to be included used in connection with sales pursuant to such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of stock of the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registrationRegistration Statement.

Mandatory Registration. Upon receipt of written demand by Purchaser, the The Company shall prepare, and, as soon as practicable but in no event later than 60 calendar on or prior to forty-five (45) days after the date of such noticeissuance of any Preferred Stock (the "Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or or, if such form is unavailableunavailable for such a registration, on such other form as is available for such a registration) , subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale of all of the SharesRegistrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Preferred Stock in accordance with the terms thereof Such Registration Statement shall initially register for resale at least _________ shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable. within ninety (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (1590) days after the issuance of the Preferred Stock (the "Registration Deadline"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice given from the SEC. In the event that the Registration Statement is not filed by the Company. Company with the SEC by the Filing Deadline, then the Applicable Discount (bbas defined in the Certificate of Designations) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: reduced by (i) first, to an additional 2% for each 30 days from the Filing Deadline for which the Registration is not filed by the Company for any securities it proposes with the SEC. In the event that the Registration Statement is not declared effective by the SEC by the Registration Deadline then the Conversion Percentage to sell for its own accountbe used in determining the Conversion Price (as defined in the Certificate of Designations, (ii) second, to the Purchaser requiring such registrationPreferences, and (iii) third, to other holders of stock of Rights filed by the Company requesting inclusion on or before the date hereof in the registration, pro rata among the respective holders thereof on the basis connection herewith ("Certificate of the number of shares for which each such requesting holder has requested registration.Designations")shall be reduced by (i) an