Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 the 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. (1) The Upon receipt of written demand by Purchaser, the Company shall prepare, and on or prior to the date which is 30 and, as soon as practicable but in no event later than 60 calendar days after the Closing Datedate of such notice, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or if such form is unavailable, on the date of filing with the SEC, covers 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 Initial Investor 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 of Common Stock at least equal that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the sum 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 (x) a number stock of shares of Common Stock equal to 175% 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 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 for which 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 the 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 Agreementrequesting holder has requested registration.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers no later than forty-five (45) calendar days after the resale by the Initial Investor of Due Date, a Registration Statement covering a sufficient number of shares of Common Stock at least equal to for the sum 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 (x45) a calendar days after the Due Date, then in such event 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 equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, 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)or stock dividends. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall 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 an additional Registration Statement on Form S-3 (such form as is applicable to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional already registered which new Registration Statement shall be deemed to 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 required to be filed by is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties 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 such, agree 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 Section 2(a) the terms of this Agreement, the Subscription 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 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 AgreementDebenture.

Mandatory Registration. (1) The Company shall prepare, and and, on or ---------------------- prior to the date which is 30 thirty (30) days after the date of the Closing Dateunder the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing the Initial Investors, which consent will not be unreasonably withheld) covering the resale of 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 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 state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures 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 Debentures or the Exercise Price of the Warrants in accordance with the SEC, covers the resale by the Initial Investor of a terms thereof. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than one and one-half (1 1/2) times the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Shares, determined as if Debentures and exercise of 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 Warrants without regard to any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Debentures or exercise 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 the 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. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers no later than forty-five (45) calendar days after the resale by the Initial Investor of Due Date, a Registration Statement covering a sufficient number of shares of Common Stock at least equal to for the sum 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 (x45) a calendar days after the Due Date, then in such event 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 equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, 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 Warrantsor stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall 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 an additional Registration Statement on Form S-3 (such form as is applicable to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional already registered which new Registration Statement shall be deemed to 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 required to be filed by is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties 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 such, agree 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 Section 2(a) the terms of this Agreement, the Subscription 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 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 AgreementDebenture.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 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 the 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. (1) The Company shall prepare, and and, on or prior to the date which is 30 twenty-one (21) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement registration statement on Form S-3 which(or, if Form S-3 is not then available, on such form of registration statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing the Initial Investors, which consent will not be unreasonably withheld) covering the resale of 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 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 SEC, covers terms thereof or the resale by exercise price of the Initial Investor of a Warrants in accordance with the terms thereof. The number of shares of Common Stock at least equal to initially included in the sum of Registration Statement shall be no less than two (x2) a number of shares of Common Stock equal to 175% of times the number of shares Conversion Shares, plus the number of Common Stock Warrant Shares, that are then issuable upon conversion of the Preferred SharesStock and the exercise of the Warrants, 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 any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Preferred Stock or exercise the Warrants). If at any time ; provided, however, that the number of shares of Common Stock initially 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 not exceed 2,153,344. The Company acknowledges that the number of shares of Common Stock issuable on conversion to be initially included in full the Registration Statement will represent a good faith estimate of the unconverted Preferred Shares plus the maximum number of Warrant Shares shares issuable upon conversion of the Preferred Stock and 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 the 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. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Datenot later than January 29, 1999, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor or its assignees of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 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)Initial Registration Amount. If (i) 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 less than the number of shares of Common Stock issuable on conversion in full of then applicable Registration Amount or (ii) the unconverted Preferred Second Tranche Shares plus and the number of Warrant Aura Repricing Shares issuable upon exercise of the unexercised portion of Second Tranche Repricing Rights are not permitted to be included in the Warrantsinitial Registration Statement filed pursuant to this Section 2(a), 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 at least equal to permit such conversion the difference between the Registration Amount and exercisethe number of shares previously registered. 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 No securities to be sold for the account of any selling securityholder other than the Investors Registrable Securities and the investors contemplated by the registration rights agreement entered into by the Company in connection with securities registrable pursuant to the Other Subscription Registration Rights Agreements may be included in any Registration Statement filed pursuant to this Agreement.

Mandatory Registration. Within fifteen (115) The days of the Company filing its Form 10K for 2005, but in no event later than October 15, 2005 (the "Filing Deadline"), the Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 whichSB-2 (or, if such form is unavailable for such a registration, on the date of filing with the SECsuch other form as is available for such a registration), covers covering the resale by of all of the Initial Investor Registrable 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 a number 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 at least equal to which would be issuable on the sum of (x) a number of shares of Common Stock equal to 175% date preceding the filing 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 Registration Statement based on 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(aDebenture Agreement) of the Certificate of Designations Company’s Common Stock on such date and Section 1.1(b) of the Warrants). If at any time 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 included in Stock, due to 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 remaining number of authorized shares of Common Stock issuable being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on conversion in full the remaining balance of the unconverted Preferred Shares plus authorized shares and will use its best efforts to increase 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 its authorized 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 soon 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 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 Agreementreasonably practicable.

Mandatory Registration. Within ten (110) The Company shall prepare, and on or prior to the date which is 30 days after of the Closing Date, the Company shall prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 whichSB-2 (or, if such form is unavailable for such a registration, on the date of filing with the SECsuch other form as is available for such a registration), covers covering the resale by of all of the Initial Investor Registrable 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 a number 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 at least equal to which would be issuable on the sum of (x) a number of shares of Common Stock equal to 175% date preceding the filing 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 Registration Statement based on 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(aDebenture Agreement) of the Certificate of Designations Debentures dated February 10, 2006 and Section 1.1(b) of the Warrants). If at any time 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 included in Stock, due to 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 remaining number of authorized shares of Common Stock issuable being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on conversion in full the remaining balance of the unconverted Preferred Shares plus authorized shares and will use its best efforts to increase 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 its authorized 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 soon 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 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 Agreementreasonably practicable.

Mandatory Registration. (1i) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers as soon as possible after the Closing Date a Registration Statement registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least for the Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum aggregate of (x) a number of shares of Common Stock equal to 175% two hundred percent (200%) of the number of shares of Common Stock issuable upon conversion of into which the Preferred Shares, determined as if Notes and all interest thereon through the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price Maturity Date (as defined in the Certificate Notes) would be convertible at the time of Designationsfiling 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) on the SEC Filing Date plus and (y) the number of Warrant Shares (in each case determined without regard to the limitations which would be issuable on beneficial ownership contained in the proviso to the second sentence of Section 10(a) exercise of the Certificate of Designations and Section 1.1(b) of Warrants (assuming for such purposes that Warrants for the Warrants). If at any time twice the number of shares of Common Stock included in as are covered by the Registration Statement required to be filed as provided in Warrants actually issued on 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 Closing Date had been issued, had been eligible for exercise and had been exercised for Warrant Shares issuable upon in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as 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(adate). The Registration Statement shall not include securities 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 sold for declared effective on a date (the account of any selling securityholder other "Required Effective Date") which is no later than the Investors and the investors contemplated earlier of (Y) five (5) business days after oral or written notice by the registration rights agreement entered into by SEC that it may be declared effective or (Z) sixty (60) days after the Company in connection with the Other Subscription AgreementClosing Date.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC SEC, no 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 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to for the sum of Initial Investors (x) a 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 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 equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and the Preferred Shares, together with 24 months Exercise of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Warrants resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Conversion Price, or 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 Warrantsprevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted or the first sentence of this Section 2(a) shall be insufficient to cover 125% of Warrants or Additional Warrants, if issued, are exercisable, exceeds the aggregate 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 occurregistered, the Company shall shall, within fifteen (15) 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 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 Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to preferred Stock may be converted, or the first sentence of this Section 2(a))Warrants or Additional Warrants, covering such if issued, are exercisable, that exceed the aggregate number of shares of Common Stock as shall already registered. If the state of the SEC determines that all of the Conversion Shares cannot 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 registered by the Company pursuant to Section 2(a) for resale by the Investor because, in the view of this Agreementthe staff, and such registration would constitute a primary offering the Company, then the Company and the Investors shall have the same rights and obligations with respect an additional sixty (60) days in which to amend such additional Registration Statement as they shall have with respect registration statement 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 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 Agreementanother available form.

Mandatory Registration. (1a) The Company shall prepare, At any time from and on or prior to after the date which is 30 earliest of (i) one hundred eighty (180) days after the Closing Date, file with Date (as defined in the SEC 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 which, on S-3; and (iii) the date of filing with upon which the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 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 Hxxxx Employment Agreement (as defined in the Certificate of DesignationsMerger Agreement) on is terminated by the SEC Filing Date plus Company without “Cause” or by Dxxxxx X. Xxxxx for “Good Reason” (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained as those terms are defined in the proviso to Hxxxx Employment Agreement), and for so long as the second sentence Shareholders or their respective transferees own beneficially or of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at record 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 occurRegistrable Securities, the Company shall shall, upon the written request (hereinafter a “notice”) of a holder or holders of a majority of the then outstanding Registrable Securities, and subject to the covenants, terms and conditions of Section 2(b) below, prepare and file with the SEC an additional a Registration Statement on Form S-3 (which S-1 or Form S-3, as 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 of Registrable Securities held by such requesting holder or holders and the Company shall not constitute a post-effective amendment use its reasonable best efforts to have the Registration Statement filed pursuant declared effective as soon as practicable thereafter; provided, further, that in the event that additional Registrable Securities are issued after the Closing Date (as defined in the Merger Agreement), the Company shall, upon the written request of a holder of Registrable Securities, subject to the first sentence covenants, terms and conditions of this Section 2(a))2(b) below, covering such number of shares of Common Stock as shall be sufficient to permit such conversion prepare and exercise. For all purposes of this Agreement file with the Commission such additional Registration Statement shall Statements as may be deemed necessary to be cover the Registration Statement required resale from time to be filed by time of any such additional Registrable Securities; provided, further, that the Company pursuant to Section 2(a) of this Agreementmay, 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 by notice to the initial Registration Statement required to be filed by requesting holder or holders, as the Company pursuant to this Section 2(a)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 Distribution” in substantially the form attached hereto as Exhibit B. The Company shall not include securities be obligated pursuant to be sold this Section 2 to effectuate more than one (1) registration for the account benefit of any selling securityholder other than the Investors and holders of Registrable Securities, except as provided for in this Section 2(a) with respect to additional Registrable Securities issued after the investors contemplated by Closing Date (as defined in the Merger Agreement). In the event that Form S-3 is not available for the registration rights agreement entered into by of the resale of Registrable Securities hereunder, the Company in connection with shall register the Other Subscription Agreement.resale of the Registrable Securities on another such other available form of Registration Statement reasonably acceptable to the requesting holder or holders. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 1.2:

Mandatory Registration. If at any time the Required Holders (1as defined below) The request that the Company file a Registration Statement having an aggregate offering price to the public of not less than Five Million Dollars ($5,000,000), the Company shall prepareuse its best efforts to prepare and, and on or prior to the date which is 30 days after the Closing Dateas soon as practicable, file with the SEC Commission a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by of all of the Initial Investor Registrable Securities; provided however, the Company shall not be required to effect the foregoing registration prior to the second anniversary of the Closing (as defined in the Securities Purchase Agreement). In the event that Form S-3 is unavailable for such a number registration, the Company shall use such other form as is available for such a registration, subject to the provisions of shares Section 2(d) of Common Stock this Agreement. The Registration Statement prepared pursuant hereto shall register the Registrable Securities for resale, including at least equal to the sum of (x) a number of shares of Common Stock equal to 175130% of the number of shares of Common Stock issuable upon conversion of the Series AA Preferred Shares, determined as 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 Preferred Shares, together with 24 months holders of accrued and unpaid dividends thereon, were converted in full at least a majority of the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (yRegistrable Securities) the number “Selling Securityholders” and “Plan of Warrant Shares (Distribution” sections in each case determined without regard substantially the form attached hereto as Exhibit A. The Company shall use its best efforts 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 have the Registration Statement required to be filed declared effective by the Commission 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 promptlysoon as practicable, but in no event not later than 20 90 calendar days after such insufficiency shall occur, Investors’ request (the “Effectiveness Deadline”). The Company shall not be obligated to file with the SEC an additional a Registration Statement on Form S-3 S-1 (which shall not constitute a post-or, regardless of the value of the Registrable Securities covered thereby, on any other Form promulgated under the 0000 Xxx) and cause it to become effective amendment prior to the Registration Statement filed pursuant to second anniversary of 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 date hereof nor more than twice under this Section 2(a). The There shall be no limit to the number of Registration Statement shall not include securities Statements on Form S-3 required to be sold for filed and to become effective under this Section 2(a); provided that the account value of any selling securityholder other the Registrable Securities covered by each such registration Statement is not less than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement$500,000.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with and cause to be declared effective by the SEC a Registration Statement on Form S-3 S-3, which, on the date of filing with the SEC, covers the resale by the Initial Investor Purchasers or their permitted assignees of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Conversion Shares, determined and thereafter to cause such Registration Statement relating to Registrable Securities to be declared effective as if soon as possible after such filing but in any event, not later than 180 days after the Preferred Shares, together with 24 months Date 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)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 125% of the number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsStock, 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 exerciseconversions. For all purposes of this Agreement 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 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 to be filed by the Company pursuant to this Section 2(a). The Except to the extent required under the agreements set forth under Schedule I, the 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 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 Agreementsecurityholder.

Mandatory Registration. (1i) The Following each date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and and, on or prior to the date which is 30 days after the Closing Date, applicable Filing Deadline (as defined above) file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers or have on file with the SEC, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available 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 by of the Initial Investor Registrable Securities issued on the applicable Issuance Date which Registration Statement, to the extent allowable under the Securities Act 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 a 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, stock issuances or similar transactions. The number of shares of Common Stock at least equal to initially included in such Registration Statement, or an applicable prospectus supplement thereto if the sum of (x) shelf registration statement on Form S-3 does not otherwise identify a specific number of shares of Common Stock equal to 175% of be registered, shall be no less than 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 aggregate 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 that are then issuable upon exercise of or otherwise pursuant to the unexercised portion of Warrants issued on the Issuance Date, without regard to any limitation on the Buyers’ ability to exercise 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 respectively. Each Registration Statement on Form S-3 (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval, which shall not constitute a post-effective amendment be unreasonably withheld, of) the Buyers and their counsel prior 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 the account of any selling securityholder its filing or other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementsubmission.

Mandatory Registration. (1i) The 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 file with the SEC on or prior to the date which is 30 days after the Closing Date, file with the SEC applicable Filing Deadline (as defined above) a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 whichS-1 (or, if Form S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing with the SECBuyers, covers which consent will not be unreasonably withheld) covering the resale by of the Initial Investor Registrable Securities issued on the applicable Issuance Date (as defined above) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of a additional shares of Common Stock as may become issuable upon exercise of the Warrants, conversion of the Notes or otherwise pursuant to the Warrants and/or Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than the sum of (x) a aggregate number of shares of Common Stock equal to 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 that are then issuable upon exercise of the unexercised portion Warrants, conversion of the WarrantsNotes, 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 and/or otherwise pursuant to the first sentence 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 each amendment or supplement thereto, and each request for acceleration of this Section 2(a)), covering such number of shares of Common Stock as effectiveness thereof) shall be sufficient provided 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 subject to the initial Registration Statement required approval of) the Buyers and their counsel prior 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 securityholder its filing or other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementsubmission.

Mandatory Registration. (1i) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as practicable after the date which is 30 Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor 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 is at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of into which the Preferred Shares, determined as if Debentures and all interest thereon through the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full Maturity Date would be convertible at the Fixed 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 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), based on the Conversion Price (as defined then in the Certificate of Designations) on the SEC Filing Date plus 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 exercised and had been exercised for the issuance of Warrant Shares in each case determined without regard accordance with their terms, whether or not such issuance, 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 which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the limitations on beneficial ownership contained in Effective Date, 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 Conversion Price or the number of shares of Common Stock included in covered by the Registration Statement required Warrants or both is or are 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 occuradjusted, 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 reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. 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 first sentence Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares listed on Part I of this Section 2(a))Schedule 10 annexed hereto and (X) shall also state that, covering in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as shall be sufficient to permit may become issuable upon conversion of the Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by 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 Agreementprevent dilution resulting from stock splits, 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 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 Agreementstock dividends or similar transactions.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred SharesShares and the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at and the Fixed Conversion Price Warrants were exercised in full (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case and determined without regard to the limitations on beneficial ownership contained restriction in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(bDesignations) on the date of filing of the Warrants)Registration Statement with the SEC and as if the Preferred Shares were convertible and the Warrants were exercisable on such date, 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 Preferred Shares 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 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 and exercise in full of the unexercised portion Warrants and Warrants which may be issued upon conversion of the Warrantsunconverted 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 (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 exerciseconversion. 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 required to be sold for filed pursuant to this Section 2(a) may also cover the account of any selling securityholder other than the Investors and the investors contemplated resale (i) by the registration rights agreement entered into by person referred to in Section 3(m) of the Company Subscription Agreement and its transferees of Common Stock issuable upon the exercise of certain warrants issued to such person in connection with the Other transactions contemplated by the Subscription Agreement and (ii) of any of the shares of Common Stock covered by items 1 through 13 of Schedule 3(b) to the Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to February 13, 2000 file (the date which is 30 days after the Closing Date, file "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 whichor SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with each Buyer and the SECprovisions of Section 2(e), covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock to prevent dilution resulting from stock splits, determined stock dividends or similar transactions. Such Registration Statement shall initially register for resale at least 1,000,000 shares of Common Stock, subject to adjustment as if the Preferred Sharesprovided in Section 3(b), 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 such registered shares of Common Stock included in 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 required to be filed as provided in declared effective by the first sentence of this Section 2(aSEC within one hundred (100) shall be insufficient to cover 125% days after the issuance of the number 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 from the SEC. If the Registration Statement has not been declared effective by the Registration Deadline, under the Pledge Agreement dated as of even date herewith between certain shareholders of the Company and the Buyer, the Buyer has certain rights to convert some or all of the Preferred Stock and foreclose upon 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 pledged 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 the 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 that Pledge Agreement.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to ---------------------- after the tenth (10/th/) Business Day (as defined in the Redemption and Exchange Agreement) following the date which is 30 days after of the Closing Datefiling of the Announcing Form 8-K (as defined in Section 4(f) of the Redemption and Exchange Agreement) pursuant to Section 4(f) of the Redemption and Exchange Agreement, but in no event later than the twentieth (20/th/) Business Day following the date of such filing (the "Filing Deadline"), file with the SEC a the Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by of all of the Initial Investor Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of a number of shares of Common Stock Section 2(d). The Registration Statement prepared pursuant hereto shall register for resale at least equal to the sum of (x) a that number of shares of Common Stock equal to 175% the sum of (i) the number Registrable Securities relating to the Common Shares, (ii) the product of shares of Common Stock issuable upon conversion of (w) 1.25 and (x) the Registrable Securities relating to the Series B Preferred Shares, determined (iii) the product of (y) 1.25 and (z) the Registrable Securities relating to the Series C Preferred Shares and (iv) the Registrable Securities relating to the Series D Preferred Shares, in each case, as of the trading day immediately preceding the date the Registration Statement is initially filed with the SEC (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) closing of the Certificate of Designations transactions contemplated by the Redemption and Exchange Agreement occurred on such date), subject to adjustment as provided in Section 1.1(b) of the Warrants2(e). If at any time the number of shares of Common Stock included in The Company shall use its best efforts to have the Registration Statement required to be filed declared effective by the SEC 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 promptlysoon as practicable, but in no event later than 20 the date which is 60 days after such insufficiency shall occur, the Company shall file with Closing Date (as defined in the SEC an additional Registration Statement on Form S-3 Redemption and Exchange Agreement) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a"Effectiveness Deadline")), 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 the 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. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC on or before April 30, 2002 (the "Filing Deadline") a Registration Statement registration statement --------------- on Form S-3 which(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 Registrable Securities, subject to consent of the Investors holding at least a majority of the Registrable Securities) for the purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the account of, the Holders as selling stockholders thereunder (the "Registration Statement"). The ---------------------- Company shall use best efforts to 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 (i) are sold and (ii) can be sold by all the Holders (and any affiliate of filing 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 SECSEC on or before April 30, covers 2002, the resale by Company shall issue to each Holder an additional warrant (on the Initial Investor of 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 at least equal to the sum of (x) a number of shares -------------------- of Common Stock equal to 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 ten percent (as defined in the Certificate of Designations10%) 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 Warrants issued to that Holder. . At the end of each thirty (30) day period (or a portion of thereof) after April 30, 2002, that the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurRegistration Statement has not been filed with the SEC, the Company shall file with the SEC an additional issue to each Holder a Registration Statement on Form S-3 (which shall not constitute a post-effective amendment Warrant to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such acquire that number of shares of Common Stock as shall be sufficient equal to permit (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (ii) a fraction, the numerator of which is the number of days during such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be thirty-day period before the date on which the Registration Statement required to be was filed with the SEC and the denominator of which is thirty. . If the Registration Statement has not been declared effective by the SEC on or before June 14, 2002, the Company pursuant shall issue to Section 2(aeach Holder a Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of this Agreementthe 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 14, 2002, that the Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (ii) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the SEC 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 denominator 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 Agreementwhich is thirty.

Mandatory Registration. (1i) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as possible after the date which is 30 Closing Date but no later than sixty (60) days after the Closing Date (the "Required Filing Date"), file with the SEC either a Registration Statement on Form S-3 whichor an amendment to an existing Registration Statement, on the date of filing with the SEC, covers the in either event registering for resale by the Initial Investor of (i) a sufficient number of shares of Common Stock at least for the Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of one hundred and fifty percent (x150%) of the number of shares into which the Preferred Stock, through the third anniversary of their issuance, would be convertible at the time of filing of such Registration Statement (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 issuance, eligibility or conversion had in fact occurred as of such date) and (ii) a sufficient number of shares of Common Stock equal for the Initial Investors to 175% sell Registrable Securities issuable upon the occurrence of reasonably expected penalties. The Registration Statement (W) shall include only the Registrable Securities, unless the Investor consents to the inclusion of other shares of the Company's capital stock, 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 Preferred SharesStock to prevent dilution resulting from stock splits, determined as if or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the Preferred Shares, together with 24 months "Initial Required Effective Date") which is no later than the earlier of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of DesignationsY) on five (5) days after oral or written notice by the SEC Filing Date plus that it may be declared effective or (yZ) the number of Warrant Shares one hundred and twenty (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a120) 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 the 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 AgreementClosing Date.

Mandatory Registration. (1i) The 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 file with the SEC on or prior to the date which is 30 days after the Closing Date, file with the SEC applicable Filing Deadline (as defined above) a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 whichS-1 (or, if Form S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing with the SECBuyers, covers which consent will not be unreasonably withheld) covering the resale by of the Initial Investor of a Registrable Securities issued on the applicable Issuance Date (as defined above) which Registration Statement, to the extent allowable under the Securities 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 175% as may become issuable upon exercise of the number of shares of Common Stock issuable upon Warrants, 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 Notes or otherwise pursuant to the limitations on beneficial ownership contained in the proviso Warrants and/or Notes to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. If at any time the The number of shares of Common Stock included in the such Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of no less than the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares that are then issuable upon exercise of the unexercised portion Warrants, conversion of the WarrantsNotes, 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 and/or otherwise pursuant to the first sentence of this Section 2(a))Warrants and/or Notes issued on the Issuance Date, covering such number of shares of Common Stock as shall be sufficient without regard to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed any limitation on the Buyers’ ability to be exercise the Registration Statement required to be filed by Warrants or convert the Company pursuant to Section 2(a) of this AgreementNotes, 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)respectively. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for (and subject to the account of any selling securityholder approval of) the Buyers and their counsel prior to its filing or other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementsubmission.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days and, as soon as practicable after the Closing Datefirst closing under the Securities Purchase Agreement, but in no event later than the sixtieth (60th) day following such closing, file with the SEC a Registration Statement on Form S-3 which(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 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 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 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 (x) a number of shares of Common Stock equal to 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 Warrantssuch closing). If at any time The Company shall prepare, and, as soon as practicable after each additional closing under 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 promptlySecurities Purchase Agreement, but in no event later than 20 days after the sixtieth (60th) day following each of such insufficiency shall occurclosings, the Company shall file with the SEC an additional a Registration Statement on Form S-3 (which shall or, if Form S-3 is not constitute then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a post-effective amendment to the Registration Statement filed notice pursuant to Section 3(b) hereof, at least 200%) of the first sentence of this Section 2(a)), covering such 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 shall be sufficient to permit reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such conversion and exerciseClosing). For all purposes of this Agreement such additional In the event any 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) 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 practicable thereafter, and in no event later than ninety (90) days after the filing thereof (such ninetieth (90th) day being the "Second Registration Deadline"). The Each Registration Statement filed hereunder, 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 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 Registration Statement hereunder) on any Registration Statement filed pursuant to this Section 2(a). In addition, the Company shall not permit any securities of the Company (other than Registrable Securities) to be sold for registered under the account of any selling securityholder other than Securities Act prior to or at the Investors and the investors contemplated by same time as the registration rights agreement entered into by 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 Other Subscription AgreementCompany'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 same time as the registration of the Registrable Securities.

Mandatory Registration. (1i) The Following the date on which the Warrants are issued pursuant to the Facility Agreement (the “Issuance Date”), the Company shall prepare, and and, on or prior to the date which is 30 days after the Closing Date, applicable Filing Deadline (as defined above) file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers a Registration Statement (the “Mandatory Registration Statement”) on Form F-3 or Form F-10 (provided that such form is then available for registration by the Company of all of the Registrable Securities in accordance herewith) or such other Form of Registration Statement as the Company is then eligible to use to effect a registration of the Registrable Securities, in each case covering the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of Registrable Securities issued on 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 applicable Issuance Date (as defined below), which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional Common Shares as may become issuable upon exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of Common Shares initially included in such Registration Statement shall be no less than the Certificate of Designations) on the SEC Filing Date plus (y) the aggregate 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 that are then issuable upon exercise of or otherwise pursuant to the unexercised portion of Warrants issued on the Issuance Date, without regard to any limitation on the Buyers’ ability to exercise 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 respectively. Each Registration Statement on Form S-3 (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval, which shall not constitute a post-effective amendment be unreasonably withheld, of) the Buyers and their counsel prior 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 the account of any selling securityholder its filing or other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementsubmission.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing DateJanuary 29, 1999, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 the account of any selling securityholder security holder other than (i) the Investors and the holder of the other Warrants issued pursuant to the Letter Agreement, (ii) holders of warrants to purchase 10,000 shares of Common Stock to be initially issued to an investment banking firm or its designees, (iii) the investors contemplated by the registration rights agreement agreements entered into ino by the Company in connection with the Other Subscription AgreementAgreements and (iv) 60,000 shares of Common Stock to be issued in connection with a software license agreement.

Mandatory Registration. (1a) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC on or before January 31, 1999 (the "SEC Filing Date") a Registration Statement on Form S-3 whichor, if Form S-3 is not available, on another appropriate form reasonably acceptable to the date of filing with the SECInvestors, which covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Registrable Securities issuable to each Holder upon conversion of the Preferred SharesShares and exercise of the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, Shares were converted in full at (based on a $3.50 conversion price) and the Fixed Conversion Price (as defined Warrants were exercised in the Certificate of Designations) full 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) first anniversary of the Certificate of Designations and Section 1.1(b) of the Warrants)Closing Date. 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(a6.2(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 and unexercised portion of the Warrants, then promptly, but in no event later than 20 60 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 S-3, or another appropriate form (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a6.2(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 this Section 2(a) of this Agreement6.2(a), and the Company and the Investors Holders 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 statement required to be filed by the Company pursuant to this Section 2(a6.2(a). The Registration Statement shall not include securities to be sold for the 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. (1) The Promptly following the Closing, the Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC complete preparation of a Registration Statement on Form S-3 whichor other available form covering at least 3,700,000 shares of Common Stock as Registrable Securities. On or prior to March 1, on 1997, the date Company shall furnish to the Investors and their legal counsel a draft of filing 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 the resale by the Initial Investor of a such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesNote to prevent dilution resulting from stock splits, determined as if the Preferred Shares, together with 24 months stock dividends or similar transactions or by reason of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined changes 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) conversion price of the Certificate of Designations and Section 1.1(b) of Note in accordance with the Warrants)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 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 principal amount of the unexercised portion of the WarrantsNote, 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 other applicable form (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a))) but which may, in accordance with Rule 429 under the Securities Act, make use of a combined prospectus) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion. 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). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC SEC, no later than thirty (30) days following the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to for the sum of Initial Investors (x) a or such lesser number as may be required by the SEC, but in no event less than 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 equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Debentures and the Preferred Shares, together with 24 months exercise of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Warrants resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Conversion Price, or 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 Warrantsprevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debentures may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall 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 at that time, to register all shares of Common Stock into which the Debenture may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall already registered. If the staff of the SEC determines that all of the Conversion Shares cannot 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 registered by the Company pursuant to Section 2(a) for resale by the Investor because, in the view of this Agreementthe staff, and such registration would constitute a primary offering by the Company, then the Company and the Investors shall have the same rights and obligations with respect an additional sixty (60) days in which to amend such additional Registration Statement as they shall have with respect registration statement to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(aanother available form. (b). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepare, and on or prior to the date which is 30 45 days after the Closing Date, file with the SEC a Registration Statement 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 (x) a number of shares of Common Stock equal to 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 and determined without regard to the limitations limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and 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 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 Preferred 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. 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 and Dividend Shares issuable upon exercise of or the unexercised portion portions 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 Form S-3 is not available, Form S-1 or S-2 (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 the 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. (1) The Company shall prepare, and on or prior to the date which is 30 within ten (10) days after the Closing Date, Date (as that term is defined in Section 7 of the Stock Purchase Agreement) file with the SEC a SEC, an amendment to the Registration Statement on Form S-3 which, on the date S-1 (File No. 333-_________) covering at least an aggregate of filing with the SEC, covers the resale by the Initial Investor of a number of _____ shares of Common Stock at least equal to for the sum of Initial Investors (x) a or such lesser number of shares of Common Stock equal to as may be required by the SEC, but in no event less than 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 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 Stock resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Conversion Price, or 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 Warrantsprevent dilution resulting from stock splits, stock dividends or similar event). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of converted exceeds the number of shares of Common Stock issuable covered by the Registration Statement on conversion Form S-1, referred to 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 occurpreceding sentence, the Company shall 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 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 an additional Registration Statement on Form S-3 (S-1 to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering Preferred Stock may be converted that exceed such number of shares of Common Stock as shall be sufficient to permit already registered. The Initial Investor acknowledges that such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement will also cover additional shares required to be filed by the Company registered pursuant to Section 2(a) the Certificate of this Agreement, and Designation of 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 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 AgreementSeries B Preferred Stock.

Mandatory Registration. (1) The Company shall prepare, and on or prior to a one time basis, and, as soon as practicable, but not later than the sixtieth (60th) day following the date which is 30 days after of the Closing Dateunder the Securities Purchase Agreement (the "FILING DATE"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities required to be included in such Registration Statement (as determined pursuant to Section 11(j) hereof) on or before the ninetieth (90th) day following the date of filing with the SEC, covers Closing) covering the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of 4,116,288 Registrable Securities (x) a number of shares of Common Stock equal to 175200% of the maximum number of shares of Common Stock issuable upon conversion the full exercise of or otherwise with respect to the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full Prepaid Warrants issued at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date Closing, 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 125100% of the maximum number of shares of Common Stock issuable on conversion in upon the full exercise of the unconverted Preferred Shares plus Incentive Warrants and Placement Agent Warrants issued at the Closing). The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), 3 shall state that such Registration Statement also covers such indeterminate number of Warrant Shares additional shares of Common Stock as may become issuable upon exercise of the unexercised portion Warrants (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, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with terms which cause the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment Variable Exercise Price to decrease to the extent the Closing Bid Price of the Common Stock decreases). The Registrable Securities included in any Registration Statement filed pursuant hereunder shall be allocated to the first sentence of this Investors as set forth in 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(a11(k) 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)hereof. The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for (and subject to review by) the account Placement Agent and its counsel acting on behalf of any selling securityholder other than the Investors and the investors contemplated prior to its filing or other submission. The Investors understand that such Registration Statement may include other shares of stock as registered by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementCompany.

Mandatory Registration. (1) The Company shall prepare, use its best efforts to prepare and on or prior to file with the date which is 30 SEC a registration statement (the "Registration Statement") for the registration under the Securities Act of all of the Registrable Securities within 90 days after the Closing Date, file with the SEC a . The Company shall use its best efforts to cause such Registration Statement on Form S-3 whichto become effective as soon as practicable, on and to remain effective and current until the date earlier of filing with (i) the SEC, covers the resale redemption by the Initial Investor Company of a number all the Preferred Stock and (ii) the sale of shares of Common Stock at least equal all the Registrable Securities (the "Effective Period"); but in no event later than the earlier to the sum occur of (xi) a number one year after the conversion of shares all Shares of Common Preferred Stock equal to 175% or (ii) December 31, 2001. If the registration of all of the number of shares of Common Stock issuable upon conversion of Registrable Securities is delayed beyond the Preferred Shares90th day after the Closing for up to 30 additional days (a "30 Day Delay"), determined as if then the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at base price for computing the Fixed Conversion Price (as defined in the Certificate of Designations) on shall be reduced from $2.00 per share to $1.80 per share; and if the SEC Filing Date plus registration of all of such Registrable Securities is delayed beyond the 90th day after the Closing for up to between 31 and 60 additional days (ya "60 Day Delay"), then such base price shall be reduced from $1.80 per share to $1.60 per share. Notwithstanding the foregoing, the Company shall not be required to keep the Registration Statement effective and the Holders shall not effect any public sale or distribution of Registrable Securities during (i) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained periods that in the proviso to the second sentence of Section 10(a) good faith judgment of the Certificate Board of Designations and Section 1.1(b) Directors of the Warrants). If at any time the number Company, disclosure of shares of Common Stock included certain confidential information otherwise required to be disclosed in the Registration Statement required would be detrimental to be filed as the Company (a "Detrimental Period") or (ii) the 10 days prior to the date the Company proposes to make a public announcement of its quarterly or annual earnings (a "Release Date"), provided that the Company shall furnish each of the Holders, (i) in the first sentence case of this Section 2(aa Detrimental Period, with a certificate signed by the President or Chairman to such effect and (ii) in the case of an Earnings Period, with a notice of the proposed Release Date, given not less than 10 days prior to such Release Date; and provided further that in no event shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion days included in full of such Detrimental Periods, in the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrantsaggregate, then promptly, but exceed 90 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 postany twelve-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 the 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 Agreementmonth period.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 whichor, if Form S-3 is not available, Form SB-2 which on the date of filing with the SEC, SEC Filing Date covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Conversion Shares and Warrant Shares issuable to the Investor upon conversion of the Preferred SharesShares and exercise of the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, Shares were converted in full at and the Fixed Conversion Price (as defined Warrants were exercised in the Certificate of Designations) full on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership limitation contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and the limitation contained in Section 1.1(b) of the Warrants), 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. If If, notwithstanding Rule 416 under the Securities Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as shall be issuable upon conversion of the Preferred Shares and exercise of the Warrants based on changes from time to time in the conversion price and exercise price thereof, and without limiting the rights of the holder of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 11 of the Certificate of Designations, 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 and 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 Form SB-2 (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 this 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 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. (1i) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as possible after the date which is 30 Closing Date but no later than five (5) days after the Closing Date (the "Required Filing Date"), file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 Company=s currently effective Registration Statement filed pursuant on Form S-1 (as heretofore amended; the "Existing Registration Statement") registering for resale by the Investor the number of shares equal to the first sentence sum of this Section 2(a)), covering such a sufficient number of shares of Company 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 the aggregate number of shares equal to two hundred percent (200%) of (I) the aggregate number of shares into which the Preferred Stock would be convertible at the time of filing of such amendment (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares consisting of Company Common Stock in accordance with the terms of the Certificate of Designations and the Transaction Agreements, whether or not such eligibility or conversion had in fact occurred as of such date) and (II) the aggregate number of shares which the Company might issue in lieu of dividends on the Preferred Stock through the date which is two years from the Closing Date (assuming for such purposes that all dividends accrued on the liquidation preference of all of the Preferred Stock issued to the Initial Investor through such date and had then been converted into shares of Company Common Stock in accordance with the terms of the Certificate of Designations, whether or not such accrual or conversion had in fact occurred as of such date). The Registration Statement (i) shall include only the Registrable Securities and the shares referred to in the Existing Registration Statement and (ii) shall also state that, in accordance with Rules 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as shall be sufficient may become issuable upon conversion of the Preferred Stock to permit prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be declared effective on a date (a "Required Effective Date") which is no later than the Registration Statement required to be filed earlier of (x) five (5) days after notice by the Company pursuant to Section 2(aSEC that it may be declared effective or (y) of this Agreement, and ten (10) days after 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 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 AgreementClosing Date.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of covering at least 1,335,256 shares of Common Stock at least equal to as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the sum of (x) a Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares, together Shares in accordance 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)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 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 WarrantsShares, 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 exerciseconversion. 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 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. (1) The Company shall prepare, and on or prior to the date which is 30 45 days after the Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 175205% 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 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 Certificate 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 125120% 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 the 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. (1) The Company shall prepareprepare and, and on or prior to before the date which is 30 days after twentieth (20th) day following the Closing Date (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities, subject to the consent of filing with the SEC, covers Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of 1,010,000 Registrable Securities (x) a number of shares of Common Stock equal to 175200% of the maximum number of shares of Common Stock issuable upon the full conversion of or otherwise with respect to the Preferred Shares, determined as if Stock (based on 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 DesignationsDesignation) in effect on the SEC Filing Date Closing 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 125100% of the maximum number of shares of Common Stock issuable on conversion in upon the full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of Warrants), which Registration Statement, to the Warrantsextent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), then promptly, but in no event later than 20 days after shall state that 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 also covers such indeterminate number of additional shares of Common Stock as shall be sufficient may become issuable upon conversion of the Preferred Stock (i) to permit 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 terms which cause the Variable Conversion Price to decrease to the extent the Closing Bid Price of the Common Stock decreases). The Registrable Securities initially set forth in such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed allocated 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 set forth in Section 2(a)11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for (and subject to the account of any selling securityholder other than approval of) the Initial Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC Securities and Exchange Commission, no later than May 31, 1999, a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of Holders a sufficient number of shares of Common Stock for the Preferred Holders to sell the Registrable Securities into which the Preferred Stock would be convertible at least equal 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 sum 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 (xi) a 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 equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock resulting from adjustment in the Preferred Shares, together with 24 months 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 accrued (x) five (5) days after notice by the Securities and unpaid dividends thereon, were converted in full at Exchange Commission that it may be declared effective or (y) one hundred twenty (120) days after the Fixed Conversion Price (Closing Date as defined in the Certificate of Designations) on Stock Purchase Agreement (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"Required Effective Date"). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall either (i) amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 3.1, if such Registration Statement has not been declared effective by the Securities and Exchange Commission 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 Securities and Exchange Commission at that time, file with the SEC Securities and Exchange Commission an amendment to or an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may currently or in the first sentence of this Section 2(a)), covering such future be converted that exceed the aggregate 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 the 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 Agreementalready registered.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers no later than forty-five (45) calendar days after the resale by the Initial Investor of Due Date, a Registration Statement covering a sufficient number of shares of Common Stock at least equal to for the sum Initial Investors into which the Warrants would be exercised and the $11,110,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (x45) a calendar days after the Due Date, then in such event 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 equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, 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)or stock dividends. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall 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 an additional Registration Statement on Form S-3 (such form as is applicable to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional already registered which new Registration Statement shall be deemed to 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 required to be filed by is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties 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 such, agree 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 Section 2(a) the terms of this Agreement, the Subscription 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 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 AgreementDebenture.

Mandatory Registration. (1i) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers as soon as practicable after the Closing Date but no later than the Required Filing Date, a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor 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 is at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been eligible to be exercised and had been exercised for the issuance of Common Stock issuable upon conversion Warrant Shares in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of the Preferred Sharessuch date), 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 Other Issuable 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) as of the Certificate of Designations and Section 1.1(b) date of the Warrants). If at filing of the Registration Statement or any time 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 which the SEC permits to be included in the Registration Statement). 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 Placement Agent in connection with the transactions contemplated by the Transaction Agreements, and (3) the shares of the Permitted Selling Shareholders, 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 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 may become issuable upon exercise of the unexercised portion Warrants or issuances of the Warrants, then promptly, but in no event later than 20 days after Other Issuable Securities covered by 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))prevent dilution resulting from stock splits, 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 the 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 Agreementstock dividends or similar transactions.

Mandatory Registration. (1i) The Following each date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and and, on or prior to the date which is 30 days after the Closing Date, applicable Filing Deadline (as defined above) file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers or have on file with the SEC, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available 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 the Registrable Securities issued on the applicable Issuance Date which Registration Statement, to the extent allowable under the Securities Act 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 Warrants to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. If any Registration Statement required to be filed is filed pursuant to Rule 415(a)(1)(x) of the Securities Act, the Company may include in such Registration Statement the registration of shares of Common Stock or other securities for sale by the Initial Investor of a Company for its own account. The number of shares of Common Stock at least equal to initially included in such Registration Statement, or an applicable prospectus supplement thereto if the sum of (x) shelf registration statement on Form S-3 does not otherwise identify a specific number of shares of Common Stock equal to 175% of be registered, shall be no less than 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 aggregate number of Warrant Shares (in each case determined that are then issuable upon exercise of or otherwise pursuant to the Warrants issued on the Issuance Date, without regard to any limitation on the limitations on beneficial ownership contained in Buyers’ ability to exercise the proviso Warrants, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the second sentence of Section 10(aapproval, which shall not be unreasonably withheld, of) of the Certificate of Designations Buyers and Section 1.1(b) of their counsel prior to its filing or other submission. Notwithstanding anything herein to the Warrants). If at contrary, to the extent the Company is eligible to use Instruction I.D. to Form S-3, any time the number of shares of Common Stock included in the Registration Statement or post-effective amendment to a Registration Statement required to be filed as provided in the first sentence of this Section 2(a) hereunder 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 Instruction I.D. 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 the 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 AgreementForm S-3.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, will file a Registration Statement with the SEC a registering the Registrable Securities for resale within one hundred (100) days of the closing of the purchase of the Notes (the "Closing Date"). To the extent allowable under the 1933 Act, the Registration Statement on Form S-3 which, on shall include the date Common Shares and such indeterminate number of filing additional shares of Common Stock as may become issuable in lieu of cash interest under any of the Notes and as may become issuable upon conversion of the Notes and exercise of the Warrants (i) to protect against dilution in accordance with the SECterms of the Notes and the Warrants, covers or (ii) by reason of changes in the resale by conversion price of the Initial Investor Notes or the exercise price of a the Warrants in accordance with the terms thereof. The number of shares of Common Stock at least equal to initially included in such Registration Statement on account of the sum of Investors shall be no less than one and one half (x1.5) a number of shares of Common Stock equal to 175% of times the number of shares of Common Stock Shares that are issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued Notes 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) exercise of the Warrants. The Company shall also have the right to register in such Registration Statement (a) shares of Common Stock, if any, which the Company presently has a contractual obligation to register for UBS'93 (approximately 438,750 shares). If at any time , to the number of extent that the Company is contractually obligated to register such shares in such Registration Statement, (b) additional shares of Common Stock included (approximately 31,250) which may be issued upon the exercise of warrants issued by the Company on the date hereof to four individuals at the request of Shoreline Pacific, and (c) shares of Common Stock, if any, which the Company is hereafter involuntarily ordered, by a court of competent jurisdiction, in a non-appealable court order, to include in such Registration Statement (provided the Company has diligently attempted to prevent the issuance of such court order) and has diligently prosecuted an appeal, if permissible, of such court order. The Company shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable after filing and in any event on or before the earlier of the following two dates: (1) 187 days after the Company's registration statement relating to the Series B Convertible Preferred Stock (the "Series B Registration Statement"), the purchase of which closed on August 26, 1997, has been declared effective by the SEC or (2) May 24, 1998. Such periods may be extended by the number of days, not to exceed in the aggregate 90 days, that a permitted "blackout" is in effect under the Series B Registration Statement (the earliest date on which the Registration Statement is required to be filed as provided in the first sentence of declared effective under this Section 2(a) is the "Required Effective Date"). Such best efforts shall include, but not be insufficient limited to, promptly responding to cover 125% all comments received from the staff of the number of shares of Common Stock issuable on conversion in full of SEC. Should the unconverted Preferred Shares plus Company receive notification from the number of Warrant Shares issuable upon exercise of SEC that the unexercised portion of Registration Statement will receive no action or no review from the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurSEC, the Company shall file with the SEC an additional cause such Registration Statement on Form S-3 to become effective within five (which 5) business days of such SEC notification; provided, however, that in no event will the Company be required to cause such Registration Statement to be declared effective prior to said 187 day period, as so permitted to be extended for such "blackout" periods. Once declared effective by the SEC, the Company shall not constitute a post-cause such Registration Statement to remain effective amendment to throughout 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 the 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 AgreementPeriod.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 within thirty ---------------------- (30) days after the Closing Date, Date (as that term is defined in Section 7 of the Stock Purchase Agreement) file with the SEC SEC, either a Registration Statement on Form S-3 which, on the date covering at least an aggregate of filing with the SEC, covers the resale by the Initial Investor of a number of 1,600,000 shares of Common Stock at least equal to for the sum of Initial Investors (x) a 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), 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 Rule 457 under the Securities Act it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become 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 Stock resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Conversion Price, or 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 Warrantsprevent dilution resulting from stock splits, stock dividends or similar event). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of converted exceeds the number of shares of Common Stock issuable covered by the Registration Statement on conversion Form S-3, referred to 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 occurpreceding sentence, the Company shall 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 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 an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering Preferred Stock may be converted that exceed such number of shares of Common Stock as shall be sufficient to permit already registered. The Initial Investor acknowledges that such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement will also cover additional shares required to be filed by the Company registered pursuant to Section 2(a) an Amended and Restated Registration Rights Agreement among the Company, Atmel Corporation, ACMA Limited and National Semiconductor Corporation dated as of this AgreementApril 28, 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 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 Agreement1995.

Mandatory Registration. (1) (i) The Company shall prepareprepare and, and on or prior to in no event later than the date which is 30 45 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, which covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares issuable upon conversion of the Preferred Shares, determined as if Note based on the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed initial Conversion Price (as defined set forth in the Certificate of Designations) on Note, as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the SEC Filing Date plus (y) the 1933 Act, such Registration Statement also covers such indeterminate 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 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; (ii) Notwithstanding anything to the contrary contained in this Section 5, if the Company receives SEC Comments, and following discussions with and responses to the SEC in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities for as many Investors as possible to be 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 Section 5(a) without characterizing any Investor as an underwriter (and in such regard uses its reasonable best efforts to cause the first sentence SEC to permit the affected Investors or their respective counsel to participate in SEC conversations on such issue together with counsel of this Section 2(a)the Company, and timely conveys relevant information concerning such issue with the affected Investors or their respective counsel), covering the Company is unable to cause the inclusion of all Registrable Securities in such number of shares of Common Stock as shall be sufficient Registration Statement, then the Company may, following not less than three (3) Trading Days prior written notice to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Investors, (x) remove from the Registration Statement required such Registrable Securities (the “Cut Back Shares”) and/or (y) agree to be filed by such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the SEC may require in order for the SEC to allow such Registration Statement to become effective; provided, that in no event may the Company pursuant to Section 2(a) of this Agreementname any Investor as an underwriter without such Investor’s prior written consent (collectively, and the Company and “SEC Restrictions”). Unless 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 SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(a5(a)(1)(ii) shall be allocated among the Registrable Securities of the Investors on a pro rata basis. No liquidated damages under Section 5(a)(2) shall accrue on or as to any Cut Back Shares, and the required SEC Effectiveness Date for such Registration Statement will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). The Registration Statement From and after the Restriction Termination Date, all provisions of this Section 5 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall not include securities again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be sold for declared effective by the account of any selling securityholder other than Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities (if such Registrable Securities cannot at such time be resold by the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementthereof pursuant to Rule 144).

Mandatory Registration. At any time after a period of six (16) The months from the date hereof, the Company shall prepare, and and, on or prior to thirty (30) days from the date which is 30 days after of receipt of written demand of the Closing Investors (the “Filing Date”), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing with the SECInitial Investors, covers which consent will not be unreasonably withheld) covering the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Registrable Securities underlying the Notes and Warrants issued or 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)Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), covering shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as shall be sufficient may become issuable upon conversion of or otherwise pursuant to permit such conversion the Notes and exerciseexercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. For all purposes of this Agreement such additional However, no Registration Statement or Additional Registration Statement shall be deemed to be the Registration Statement 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 Section 2(aa 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 this Agreementthe 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 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 and the Investors shall have the same rights and obligations with respect uses its best efforts to such additional Registration Statement register as they shall have with respect to many Registrable Securities as possible on the initial Registration Statement required to be filed by or any Additional Registration Statements, the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for in default of the 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 AgreementSection 2(d) below.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 15 days after the date of the closing under the Subscription Agreement (the "Closing Date"), file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of covering at least 1,950,000 shares of Common Stock at least equal to as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the sum of (x) a Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares and exercise of the Warrants to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares, together with 24 months of accrued Shares 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) exercise price of the Certificate of Designations and Section 1.1(b) of Warrants in accordance with the Warrants)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 sentence of this Section 2(a) shall not be insufficient sufficient 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 and the unexercised portion of the Warrants, then promptly, but in no event later than 20 15 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)), or other applicable form covering such number 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 -146- 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 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. (1) The Company shall prepare, and on or prior to the date which is and, as soon as practicable but in no event later than 30 days after the Closing Datedate of issuance of the Preferred Shares, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with the SECInvestors holding a majority of the Registrable Securities (which consent will not be unreasonably withheld) and the provisions of Section 2(d)), covers covering the resale by of all of the Initial Investor of a Registrable 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares and the exercise and purchase of the New Warrant Shares (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions, and (ii) by reason of changes in the Conversion Rate of the Preferred Shares, together Shares in accordance with 24 months the terms of accrued the Securities Purchase Agreement and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (Company's Articles of Incorporation as defined in modified by 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 Such Registration Statement shall initially register for resale at any time the number of least ________ shares of Common Stock included in [the Registration Statement required number equal to be filed 150% of the shares (a) issuable on conversion of the Preferred Shares assuming the Conversion Rate applicable as of the Closing Date, and (b) issuable on exercise of the Warrants assuming at the Exercise Prices as of the Closing Date], subject to adjustment as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of 3(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 on conversion in full as of each date that a Registration Statement, as amended, relating to the resale of the unconverted Preferred Shares plus Registrable Securities is declared effective by the number of Warrant Shares issuable upon exercise of SEC. The Company shall use its best efforts to have the unexercised portion of Registration Statement(s) declared effective by the Warrants, then promptlySEC as soon as practicable, but in no event later than 20 120 days after such insufficiency shall occur, the Company shall file with issuance of 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 the 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 AgreementPreferred Shares.

Mandatory Registration. (1) The Company shall use its best efforts to prepare, and and, on or prior to before April 1, 1999 (such date of filing, the date which is 30 days after the Closing "Initial Filing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration), covering the date resale of filing 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 Shares 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 SECterms thereof, covers and (iii) by reason of the resale exercise by Buyer of its right of first refusal as set forth in Section 5 of the Initial Investor of a Stock Purchase Agreement. The number of shares of Common Stock at least equal to the sum of (xinitially included in such Registration Statement(s) a number of shall be no less than 3,000,000 shares of Common Stock equal 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 175% have such Registration Statement(s) declared effective by the SEC within ninety (90) days after the filing of the number of shares of Common Stock issuable upon conversion of 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 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 Registration Period (as defined in below) with respect to all Registrable Securities and 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 resale thereof at any time the number of shares of Common Stock included in all times during the Registration Statement required Period. Any Registration Statement(s) referred to be filed as provided in the first sentence of this Section 2(a) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be insufficient provided 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 and approved by Buyer and its legal counsel prior to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering Company's filing or other submission (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 approval not 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(aunreasonably withheld). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepare, and and, on or prior to before the forty-fifth (45th) day following the date which is 30 days after of the Closing under the Securities Purchase Agreement (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities required to be included in such Registration Statement, subject to the consent of filing with the SEC, covers Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of 3,000,000 Registrable Securities (x) a number of shares of Common Stock equal to 175200% of the maximum number of shares of Common Stock issuable upon conversion the full exercise of or otherwise with respect to the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full Prepaid Warrants issued at the Fixed Conversion Price Closing (as defined in based upon the Certificate of Designations) on the SEC Filing Date lowest Exercise Percentage thereunder), 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 125100% of the maximum number of shares of Common Stock issuable on conversion in upon the full exercise of the unconverted Preferred Shares plus Incentive Warrants and Placement Agent Warrants issued at the Closing). The Registration Statement filed hereunder, 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 Warrant Shares additional shares of Common Stock as may become issuable upon exercise of the unexercised portion Warrants (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, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with terms which cause the SEC an additional Registration Statement on Form S-3 (applicable Exercise Percentages to decrease and the terms which shall not constitute a post-effective amendment cause the Variable Exercise Price to decrease to the extent the Closing Bid Price of the Common Stock decreases). The Registrable Securities included in any Registration Statement filed pursuant hereunder shall be allocated to the first sentence of this Investors as set forth in 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(a11(k) 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)hereof. The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for (and subject to the account of any selling securityholder other than approval of) the Initial Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of Investors a sufficient number of shares of Common Stock at least equal to for the sum of Investors (x) a or such lesser number as may be required by the SEC in writing, but in no event less than 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 equal 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 175% prevent dilution resulting from stock splits, or stock dividends), and the Company shall use its best efforts to 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 issuable upon conversion of into which the Preferred Shares, determined as if Stock may be converted exceeds 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 aggregate number of shares of Common Stock included in 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 required filed by the Company pursuant to be filed as provided in the first sentence of this Section 2(a) shall be insufficient preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to cover 125% of the number of register all shares of Common Stock issuable on conversion in full of into which the unconverted Preferred Shares plus Stock may be converted, or (ii) if such Registration Statement has been declared effective by the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsSEC at that time, 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 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate 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 the 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 Agreementalready registered.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to the date which is 30 days as soon as possible after the Closing Date but no later than twenty-one (21) days following the Initial Closing Date, file with the SEC either a Registration Statement on Form S-3 whichor an amendment to an existing Registration Statement, on the date of filing with the SEC, covers the in either event registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal for the Initial Investors to sell the sum Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than two hundred percent (200%) of (x) a 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 equal to 175% 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 Shares, determined as if Stock resulting from adjustment in the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed 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 (as defined in the Certificate of Designationsx) on five (5) days after notice by the SEC Filing Date plus that it may be declared effective or (y) sixty (60) days after 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)Initial Closing Date. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall 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 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 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 an additional Registration Statement on Form S-3 (or other appropriate form to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may currently or in the first sentence of this Section 2(a)), covering such future be converted that exceed the aggregate 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 the 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 Agreementalready registered.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to September 28, 1999 file (the date which is 30 days after the Closing Date, file "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 whichS-1 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with each Buyer and the SECprovisions of Section 2(e), covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock to prevent dilution resulting from stock splits, determined stock dividends or similar transactions. Such Registration Statement shall initially register for resale at least _____________________ shares of Common Stock, subject to adjustment as if the Preferred Sharesprovided in Section 3(b), 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 such registered shares of Common Stock included in 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 required declared effective by the SEC within one hundred and twenty (120) 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 from the SEC. If the Registration Statement has not been filed by the Filing Deadline and/or the Registration Statement has not been declared effective by the Registration Deadline, then the Company will be filed as provided liable for liquidated damages enforceable by the Investor. The liquidated damages will be in the first sentence amount of this Section 2(a) shall be insufficient to cover 1252% of the number of shares of Common Stock issuable on conversion in full purchase price of the unconverted Preferred Shares plus outstanding Registrable Securities for the number of Warrant Shares issuable upon exercise of first full thirty (30) days beyond such deadlines that 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 has not constitute a post-been filed and/or declared effective amendment to and 2% for every full 30 day period thereafter until the Registration Statement has been filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall and/or declared effective. The liquidated damages will 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 payable in cash 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 upon demand 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 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 AgreementInvestor.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date which is 30 twenty (20) days after the date of the 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 on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing with the Initial Investors, which consent will not be unreasonably withheld) covering the resale of 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 resale 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 Initial Investor Conversion Price of a 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 at least equal to initially included in such Registration Statement shall be no less than 1.75 times the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred SharesStock and the exercise of the Warrants issued pursuant to the closing in respect of which it is filed, 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 any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Preferred Stock or exercise the Warrants). If at any time The Company acknowledges that the number of shares of Common Stock initially 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% represents a good faith estimate of the maximum number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon Stock and 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 the 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. (1) The Company shall prepare, and on or prior to and, as soon as practicable, but in no event later than October 1, 2001 (the date which is 30 days after the Closing Date"SCHEDULED FILING DATE"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which, on the date of filing with the SEC, covers covering the resale by of all of the Initial Investor Registrable Securities. In the event that Form S-3 is unavailable for such registrations, the Company shall use such other form as is available for such registrations, subject to the provisions of a number of shares of Common Stock Section 2.e. Any Registration Statement prepared pursuant hereto shall register for resale at least equal to the sum of (x) a that number of shares of Common Stock equal to 175% of the number of shares of Common Stock Registrable Securities issued and issuable upon conversion as of the Preferred Sharesdate immediately preceding the date the Registration Statement is initially filed with the SEC, determined as if assuming that 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 Series A Certificate of Designations) on were to decline 50% from the lower of (a) the Conversion Price at the Closing and (b) the closing bid price of the Common Stock as of the date two days preceding the date the applicable Registration Statement is initially filed with the SEC Filing Date plus (y) such lower price shall hereafter be referred to as the number of Warrant Shares (in "REGISTRATION SHARE NUMBER CALCULATION PRICE").The Company shall use its best efforts to have 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 declared effective by the SEC 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 promptlysoon as practicable, but in no event later than 20 days after such insufficiency shall occurDecember 1, 2001 (the "SCHEDULED EFFECTIVE DATE"). The Company represents and covenants that no Person other than an Investor has or will have the right to include any securities of the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to in 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 in accordance with this Section 2.a. The Company will not include any selling stockholder other than the Investor in any Registration Statement it files pursuant to this Section 2.a without the Investors' written consent. In the event that 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 is engaged in material negotiations with respect to the initial Registration Statement required to be filed by potential sale of the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for or the account sale of any selling securityholder other than substantially all of the Investors and the investors contemplated by the registration rights agreement entered into by Company's assets, the Company may, upon written notice to the Investors, extend the Scheduled Filing Date; provided, however, that in connection with no event will the Other Subscription Agreementextension of the Scheduled Filing Date relieve the Company of its obligation to pay any amounts due upon the occurrence of a Registration Default as provided in Section 3.v hereof.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date which is 30 twenty (20) days after the Closing Datedate of issuance of any Preferred Stock (the "Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with each Buyer and the SECprovisions of Section 2(e), covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Preferred SharesStock in accordance with the terms thereof Such Registration Statement shall initially register for resale at least 1,000,000 shares of Common Stock, together 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 within ninety (90) 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 from the SEC. In the event that the Registration Statement is not filed by the Company with 24 months the SEC by the Filing Deadline, then the Applicable Discount (as defined in the Certificate of accrued and unpaid dividends thereon, were converted Designations) shall be reduced by (i) an additional 2% for each 30 days from the Filing Deadline for which the Registration is not filed by the Company 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 be used in full at determining 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 , Preferences, 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 Rights filed by the Company pursuant to Section 2(aon or before the date hereof in connection herewith ("Certificate of Designations")shall be reduced by (i) of this Agreement, and an additional 3% if 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 is not declared effective by the initial SEC within thirty (30) days following the Registration Deadline, or (ii) an additional 6% if the Registration Statement required to be filed is not declared effective by the Company pursuant to this Section 2(a). The SEC within sixty (60) days of the Registration Statement shall not include securities to be sold for the 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 AgreementDeadline.

Mandatory Registration. (1) The Company shall prepareuse its best efforts to prepare and file with the SEC, and on or prior to the date which is 30 no later than sixty (60) calendar days after the Closing Date, file with the SEC a Registration Statement on Form S-3 whichS-1 (or any other applicable form), on the date of filing with the SEC, covers the resale by the Initial Investor of covering a sufficient number of shares of Common Stock at least equal to for the sum of (x) a number of Subscribers but in no event less than 1,700,000 shares of Common Stock. Due to the fluctuation in the price of the Company's Common Stock equal to 175% of during the past 60 days, the parties have agreed that an initial Registration Statement covering 1,700,000 Reserved Shares will probably cover the number of shares of Common Stock issuable upon conversion to be issued pursuant to the terms of the Preferred SharesSubscription Agreement. Such Registration Statement shall state that, determined in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as if may become issuable to prevent dilution resulting from Stock splits, or stock dividends). The Company represents that only the Preferred Shares, together with 24 months Subscribers whose signatures are set forth on the signature page of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined this Agreement shall have their Shares registered 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)Registration Statement. If at any time after the Closing Date, the number of registered shares of common stock does not cover that number of shares of Common Stock included in common stock that would be issuable pursuant to the terms of the Subscription Agreement, then the Company shall, within twenty (20) business days after receipt of written notice from any Subscribers, either (i) amend the Registration Statement required filed by the Company pursuant to be filed as provided in preceding sentence, if such Registration Statement has not been declared effective by the first sentence of this Section 2(a) shall be insufficient SEC at that time, to cover 125% of the number of register all shares of Common Stock that would be issuable on conversion in full pursuant to the terms of the unconverted Preferred Shares plus Subscription Agreement or (ii) if such Registration Statement has been declared effective by the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsSEC at that time, 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 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)or any other available form), covering to register such additional shares of Common Stock that exceed the aggregate 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 the 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 Agreementalready registered.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 15 days after the date of the closing under the Subscription Agreement (the "Closing Date"), file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of S-1 covering at least _______* shares of Common Stock at least equal to as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the sum of (x) a Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares and exercise of the Warrants to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares, together with 24 months of accrued Shares 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) exercise price of the Certificate of Designations and Section 1.1(b) of Warrants in accordance with the Warrants)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 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 and the unexercised portion of the Warrants, then promptly, but in no event later than 20 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 S-1 (which shall ------------------------- * Insert total number of shares issuable upon (1) exercise of 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 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 number 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). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall preparefile with the United States Securities and Exchange Commission ("SEC"), and on or prior to the date which is 30 fourteen (14) calendar days after the Closing Date, file with Date (the SEC "FILING DEADLINE") a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities, subject to the consent of filing with the SEC, covers Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale by of at least 2,956,236 shares of Common Stock, which Registration Statement, to the Initial Investor of a 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 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 may become issuable upon exercise of the unexercised 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 Warrants, then promptly, but Warrant Shares or any other Registrable Securities cannot be included in no event later than 20 days after 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 insufficiency shall occurshares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC SEC, as soon as practicable, but in any event prior to the fourteenth (14th) calendar 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 additional amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement on Form S-3 effecting a registration of the Uncovered Shares or (b) a registration statement which shall not constitute a post-effective amendment to registers the Registration Statement filed pursuant to Uncovered Shares (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"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 not include securities be provided to be sold for the account of any selling securityholder other than 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 all commercially reasonable efforts to cause each of the investors contemplated by Initial Registration Statement and the registration rights agreement entered into by Uncovered Shares Amendment or the Company in connection with Uncovered Shares Registration Statement to become effective as soon as practicable after the Other Subscription Agreementfiling thereof.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on Securities and Exchange Commission (the “Commission”) within six (6) months after the date on which a minimum of filing with $4,000,000 has been raised (the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x“Filing Date”) a number of shares of Common Stock equal to 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 the 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 that certain offering described in the Other Subscription AgreementCompany’s Confidential Offering Memorandum, dated as of October 10, 2006 and as amended in Amendment No. 1 to the Memorandum dated May 1, 2007 (“Amendment No. 1”), Amendment No. 2 to the Memorandum dated October 1, 2007 (“Amendment No. 2”) and Amendment No. 3 to the Memorandum dated November 1, 2007 which incorporates the information presented in Amendment No. 1 and Amendment No. 2 (the “Memorandum”), a Resale Registration Statement on Form SB-2 (or, if Form SB-2 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Holders, which consent will not be unreasonably withheld), which Resale Registration Statement, to the extent allowable under the Securities Act of 1933, as amended (the “1933 Act”) and the rules and regulations promulgated thereunder (including Rule 415), shall register the Shares, the Warrant Shares, any shares issued to Mxxxxx Capital, Ltd. (the “Placement Agent”) and any shares that are issuable to the Placement Agent upon exercise the of Placement Warrants (the Shares, Warrant Shares and any shares issuable to the Placement Agent upon exercise of the Placement Warrants are hereinafter collectively referred to as the “Registrable Securities”) and such Resale Registration Statement shall state that it also covers such indeterminate number of additional shares of the Company’s common stock as may become issuable upon the issuance of additional Units prior to the filing of the Resale Registration Statement .

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days and, as soon as practicable after the First Closing Dateunder the Securities Purchase Agreement, but in no event later than the sixtieth (60th) day following such closing, file with the SEC a Registration Statement on Form S-3 which(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 Section 3(b) hereof, at least 200%) of the maximum number of Registrable Securities issuable upon the full conversion of, or as dividends on or otherwise with respect to, the Preferred Stock and the full exercise of the Warrants comprising 3,250 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 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 (x) a number of shares of Common Stock equal to 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 Warrantssuch closing). If at any time The Company shall prepare, and, as soon as practicable after each additional closing under 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 promptlySecurities Purchase Agreement, but in no event later than 20 days after the sixtieth (60th) day following each of such insufficiency shall occurclosings, the Company shall file with the SEC an additional a Registration Statement on Form S-3 (which shall or, if Form S-3 is not constitute then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a post-effective amendment to the Registration Statement filed notice pursuant to Section 3(b) hereof, at least 200%) of the first sentence of this Section 2(a)), covering such maximum number of shares Registrable Securities issuable upon the full conversion of, or as dividends on or otherwise with respect to, the Preferred Stock and the full exercise of the Warrants comprising the Units issued at such closing pursuant to Section 1(a)(ii) or Section 1(a)(iii) of the Securities Purchase Agreement, as applicable (assuming a conversion price based on 81% of the closing sales price of the Common Stock as shall be sufficient to permit reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such conversion and exerciseClosing). For all purposes of this Agreement such additional In the event any 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) 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 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 or otherwise with respect to, 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 practicable thereafter, and in no event later than ninety (90) days after the filing thereof (such ninetieth (90th) day being the "Second Registration Deadline"). Each Registration Statement filed hereunder, 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 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 reductions in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Preferred Stock, the terms which cause the applicable Conversion Percentages to decrease and the terms which cause the Variable Conversion Price to decrease to the extent that the closing sales price of the Common Stock decreases). 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 Registration Statement hereunder) on any Registration Statement filed pursuant to this Section 2(a). In addition, the Company shall not permit any securities of the Company (other than Registrable Securities) to be sold for registered under the account of any selling securityholder other than Securities Act prior to or at the Investors and the investors contemplated by same time as the registration rights agreement entered into of the Registrable Securities; provided, however, that the Company may register (i) up to 1,750,000 shares of Series A Cumulative Convertible Preferred Stock ("Series A Stock") and up to 15,027,937 shares of Common Stock in connection with certain proposed changes to the Series A Stock, and (ii) up to 2,150,000 shares of Common Stock in connection with certain convertible notes in the aggregate principal amount of $2,000,000 issued by the Company in connection with the Other Subscription AgreementJuly and August 1997.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date which is 30 thirty (30) business days after the date of the closing under the Note Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing the Initial Investor, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Note and the Warrants, 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 Note 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 Note or the Exercise Price of the Warrants in accordance with the SEC, covers the resale by the Initial Investor of a terms thereof. The number of shares of Common Stock at least equal to the sum of included in such Registration Statement shall be no less than 150% (x) a number of shares of Common Stock equal to 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 one hundred 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(afifty percent) of the Certificate of Designations and Maximum Share Amount set forth in Section 1.1(b) 2.6 of the Warrants)Note. If at any time (i) 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 Note and exercise in full of the number of Warrant Shares issuable unexercised Warrants and Warrants which may be issued upon exercise of the unexercised portion unconverted Note (including any Prepayment Warrants issued pursuant to the Note) and (ii) a New Maximum Share Amount has been approved or the Company has otherwise received approval from The Nasdaq Stock Market to issue a number of shares greater than the WarrantsMaximum Share Amount, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC as promptly as practicable 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 additional number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseStock. 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 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. (1i) The Following each date on which any Notes are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and and, on or prior to the date which is 30 days after the Closing Date, applicable Filing Deadline (as defined above) file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities), subject to the consent of the Buyers, which consent will not be unreasonably withheld, covering the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Registrable Securities 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) Notes issued on the SEC Filing applicable Issuance Date plus which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (y) including Rule 416), and to the extent necessary, shall state that such Registration Statement also covers such indeterminate number of Warrant Shares (in each case determined without regard additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the limitations on beneficial ownership contained in the proviso Notes to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)prevent dilution resulting from stock splits, stock dividends or similar transactions. If at any time the The number of aggregate shares of Common Stock included in the initial Mandatory Registration Statement shall be 12 million shares (subject to adjustment in the event of Stock Event (as defined in the Notes). Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Buyers and their counsel prior to its filing or other submission. For the avoidance of doubt, no Mandatory Registration Statement shall be 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 any issuance of Notes if the Applicable Limit (as defined in the Notes) is zero and all Registrable Securities have been registered for resale under an effective 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 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 AgreementStatement.

Mandatory Registration. (1) The Company shall prepareprepare and use its ---------------------- best efforts to file with the United States Securities and Exchange Commission ("SEC"), and on or prior to the date (the "Filing Date") which is 30 twenty (20) days after the First Closing Date (as defined in the Securities Purchase Agreement, the "First Closing Date, file with the SEC ") a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities, subject to the consent of filing with the SEC, covers Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by of at least 3,981,195 Registrable Securities, which Registration Statement, to the Initial Investor of a 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesDebentures and exercise of the Warrants (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or (ii) by reason of reductions in the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined of the Debentures or the Exercise Price of the Warrants in accordance with the Certificate terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Debentures to decrease to the limitations on beneficial ownership contained in extent the proviso to the second sentence of Section 10(a) bid price of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock decreases. The Registrable Securities 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 allocated to the Registration Statement filed pursuant to the first sentence of this Investors as set forth in 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(a11(k) 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)hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for (and subject to the account of any selling securityholder other than approval of) the Initial Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date which is 30 thirty (30) days after the date of the Closing Dateunder the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing the Initial Investors, which consent will not be unreasonably withheld) covering the resale of 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 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 SEC, covers terms thereof or the resale by exercise price of the Initial Investor of a Warrants in accordance with the terms thereof. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than one and one half (1 1/2) times the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred SharesStock and the exercise of the Warrants, 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 any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Preferred Stock or exercise the Warrants). If at any time The Company acknowledges that the number of shares of Common Stock initially 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% represents a good faith estimate of the maximum number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon Stock and 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 the 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. (1) The Company shall prepare, and and, on or prior to the date which is 30 twenty (20) days after the date of the Closing Date(the "FILING DATE"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities, subject to the consent of filing with the SEC, covers Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale by the Initial Investor of a number of 5,000,000 shares of Common Stock (which Registration Statement shall be amended or supplemented as soon as practicable following the Shareholder Approval (as defined in the Securities Purchase Agreement) to add at least equal to an additional 2,000,000 shares of Common Stock, such that the sum resale of (x) a number of at least 7,000,000 shares of Common Stock equal is covered by the Registration Statement), which Registration Statement, to 175% of 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 SharesStock and the exercise of the Warrants (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at Stock or the Fixed Conversion Exercise 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 Warrants in accordance with the Warrants)terms thereof, as the case may be. If at any time the number of shares of Common Stock The Registrable Securities 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 allocated among the number of shares of Common Stock issuable on conversion Purchasers as set forth 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)11.11 hereof. 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 approval of (which approval shall not include securities be unreasonably withheld or denied)) the Initial Purchasers and their counsel prior to be sold for the account of any selling securityholder its filing or other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementsubmission.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 20 days after the Closing Execution Date, file with the SEC a Registration Statement on Form S-3 which, which on the date of filing with the SEC, SEC Filing Date covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% 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 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 2.1 of the Note), 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 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 Preferred SharesNote to prevent dilution resulting from stock splits, determined stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as if shall be issuable upon conversion of the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Note based on changes from time to time in the Certificate conversion price thereof, and without limiting the rights of Designations) on the SEC Filing Date plus (y) holder of the number Note to have all or a portion of Warrant Shares (in each case determined without regard the Note redeemed pursuant to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a2.4(b) of the Certificate of Designations and Section 1.1(b) of the Warrants). If Note, 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(a8(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 WarrantsNote (after 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 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a8(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion. 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 2(a) of this Agreement8(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 2(a8(a). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with ---------------------- the SEC SEC, no later than Xxxxx 00, 0000 (xx Deloitte & Touche provides its consent for the incorporation by reference of its report covering the Company's March 31, 1997 Financial Statements), or May 31, 1998 (if Deloitte & Touche does not provide the foregoing consent), either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to for the sum of Investor (x) a or such lesser number as may be required by the SEC, but in no event less than the number of Conversion Shares into which the Preferred Stock would be convertible and the number of Warrant Shares into which the Warrants would be 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 Rule 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and exercise of the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Warrants resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard conversion price, or 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)prevent dilution resulting from stock splits, or stock dividends. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted or the first sentence of this Section 2(a) shall be insufficient to cover 125% of Warrants are exercisable, exceeds the aggregate 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 occurregistered, the Company shall shall, within 15 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 at that time, to register all shares of Common Stock into which the Preferred Stock may be converted or the Warrants are exercisable, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may be converted, or the first sentence of this Section 2(a))Warrants are exercisable, covering such that exceed the aggregate number of shares of Common Stock as shall already registered. If the staff of the SEC determines that all of the Conversion Shares cannot 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 registered by the Company pursuant to Section 2(a) for resale by the Investor because, in the view of this Agreementthe staff, and such registration would constitute a primary offering by the Company, than the Company and the Investors shall have the same rights and obligations with respect an additional 30 days in which to amend 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 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 Agreementanother available form.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to the date which is 30 no later than sixty (60) calendar days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of covering a sufficient number of shares of Common Stock at least equal to for the sum 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 (x60) a calendar days after the Closing Date, then in such event 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 equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, 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 Warrantsor stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall 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 an additional Registration Statement on Form S-3 (S-1 to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as already registered. The above damages shall continue until the obligation is fulfilled and shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement required to be filed by is filed. Failure of the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors make payment within said 5 business days 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 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 Agreementconsidered a default.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 45 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 S-1 (or 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) 900,000 shares of Common Stock or (B) the sum of (x) a the number of shares Common Shares PLUS (y) the number of Common Stock 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 conversion the exercise of the Preferred SharesClass A Warrant, 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 First Adjustment Date (as defined in the Certificate of DesignationsClass A Warrant) occurred on 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 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% all 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 30 days after such insufficiency shall occuroccur (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-3 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 conversion exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter, and exercisein any event by the 90th day following notice that such Registration Statement is required. 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 Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling securityholder security holder other than the Investors and the investors contemplated by holders of the registration rights agreement entered into by the Company described in connection with the Other Subscription AgreementSchedule 11(a).

Mandatory Registration. (1i) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers as soon as practicable after the Closing Date but no later than the Initial Required Filing Date, a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor 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 is at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of into which the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued Debentures and unpaid dividends thereon, were converted in full all interest thereon through their respective Maturity Dates would be convertible at the Fixed time of filing of such Registration Statement (assuming for such purposes that all Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, and that all interest was paid in shares, whether or not such eligibility, accrual of interest or conversion had in fact occurred as of such date) based on the Applicable Conversion Price in effect on, or within three (as defined in 3) Trading Days prior to, the Certificate of Designations) on date the SEC Filing Date plus Registration Statement is filed (or subsequently amended), and (y) the number of Warrant Other Issuable Shares (in each case determined without regard as of the date of the filing of the Registration Statement or any amendment thereto; provided, however, that for purposes of this provision, the Initial Number of Shares to the limitations on beneficial ownership contained Be Registered 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 initial Registration Statement shall not be greater than the number of such shares of Common Stock which the SEC permits to be included in such Registration Statement. Unless otherwise specifically agreed to in writing in advance by a Majority in Interest of the Holders, the Registration Statement required to be filed as provided in the first sentence of this Section 2(a(X) shall include only the Registrable Securities, (Y) shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be insufficient to cover 125% of sold, and (Z) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate 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 may become issuable upon conversion of the Debentures, or issuances of Other Issuable Securities covered by 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 Agreementprevent dilution resulting from stock splits, 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 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 Agreementstock dividends or similar transactions.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 (soon 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, practicable but in no event later than 20 thirty (30) days after the Closing Date (the "Required Filing Date"), file with the Commission a Registration Statement on Form SB-2, or an amendment to any pending Registration Statement on Form SB-2 of the Company, covering resales of (a) the Warrants and (b) the Minimum Conversion Shares on the filing date. In the event that Form SB-2 is unavailable for such insufficiency shall occura registration, the Company shall file 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) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the extent consistent with the SEC an additional 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 on Form S-3 (which shall has not constitute a post-been declared effective amendment to by the Commission at that time, amend 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) the preceding portions of this Agreementparagraph, and to register all of such Minimum Conversion Shares, or (ii) if such Registration Statement has been declared effective by the Company and Commission at that time, file with the Investors shall have the same rights and obligations with respect to such 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 they is available) to register all of such Minimum Conversion Shares that have not already been so registered. The Company shall have use its best efforts to 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 Closing Date; or (ii) if the Commission elects not to conduct a review of the Registration Statement, the date which is five (5) business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing, whether orally or in writing, that the Commission has no further comments with respect to the initial Registration Statement, or that the Registration Statement required may be declared effective. The earliest of such dates is referred to be filed by herein as the "Required Effective Date." Notwithstanding the use of the terms "Required Filing Date" and "Required Effective Date" herein, the Company pursuant shall at all times use its best efforts to this Section 2(a). The file each required Registration Statement shall not include or amendment to a Registration Statement as soon as possible after the 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 to be sold for of the account of any selling securityholder Company other than the Investors 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) the investors contemplated by date which is two (2) years following the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementdate hereof.

Mandatory Registration. Within thirty (130) The Company shall prepare, and on or prior to days of the date which is 30 days after the Initial Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 Commission a Registration Statement on Form SB-2 covering (a) resales of the Warrants and (b) at least one and one-half (1.5) times the sum of: (i) the number of Shares that are issuable upon conversion of the Series A Preferred Stock on the date of filing, without regard to any limitation on any holder's ability to convert the Series A Preferred Stock, and (ii) 50,000 Shares issuable upon exercise of the Warrants, or an amendment to any pending Registration Statement on Form SB-2 of the Company, and 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 Series A Preferred Stock or the Warrants resulting from any adjustment in the applicable Conversion Price of the Series A Preferred Stock or the Exercise Price of the Warrants, as the case may be, or to prevent dilution resulting from stock splits or stock dividends. If at any time one and one-half (1.5) times the number of Shares into which the Series A Preferred Stock may be converted exceeds the difference between the total number of Shares registered and 50,000 (as adjusted in accordance with the terms of the Warrants), the Company shall, within ten (10) business days after receipt of a written notice from any Purchaser, 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 Commission at that time, to register all Ordinary Shares into which the Series A Preferred Stock may be converted, or (ii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on Form S-3 SB-2 to register the number of Shares into which the Series A Preferred Stock may be converted that exceed the number of Shares already registered. The Company shall use its best efforts to cause such Registration Statement or amended Registration Statement, as the case may be, to become effective within ninety (which 90) days following the Initial Closing Date (or, if the Commission elects to conduct a review of such Registration Statement, one hundred twenty (120) days following the Initial Closing Date). The failure of the Company to cause such Registration Statement to become effective during such respective time periods shall not constitute a post-effective amendment have the effect set forth in the Certificate of Designation relating to the Series A Preferred Stock. The Company shall keep the Registration Statement filed effective pursuant to Rule 415 at all times until such date as is the first sentence earlier of this Section 2(a)), covering such number (i) the date on which all of shares the Registrable Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion 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 counsel to the initial Purchasers) may be immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration under the Securities Act (the "Registration Statement required to be filed by the Company pursuant to this Section 2(aPeriod"). The Registration Statement shall not include securities to be sold for the 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. (1) The Subject to this Subsection 2(a), the Company shall prepareprepare and, on or before March 11, 1999 (the "First Filing Date", and on or prior to the date which is 30 thereafter within 45 days after each Closing Date (as defined in the Closing Securities Purchase Agreement) (each a "Filing Date"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities issued at such Closing or upon the conversion of filing with Debentures (assuming conversion at the SECFloor Conversion Price) or exercise of Warrants issued at such Closing, covers subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by of at least 1,410,417 Registrable Securities following the Initial Investor First Closing and 1,970,834 Registrable Securities following each of a the Second and Third Closings, which Registration Statements, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall each state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesDebentures and exercise of the Warrants to prevent dilution resulting from stock splits, determined as if the Preferred Shares, together with 24 months of accrued and unpaid stock 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 (or similar transactions. The Registrable Securities initially set forth in each case determined without regard Registration Statement shall be allocated to the limitations on beneficial ownership contained Investors as set forth in the proviso to the second sentence of Section 10(a11(k) of the Certificate of Designations and Section 1.1(b) of the Warrants)hereof. If at any time the number of shares of Common Stock included in the Each Registration Statement required to be filed as provided in the first sentence (and each amendment or supplement thereto, and each request for acceleration of this Section 2(aeffectiveness thereof) shall be insufficient provided to cover 125% of (and subject to the number of shares of Common Stock issuable on conversion approval of) the Initial Investors and their counsel prior to its filing or other submission. Notwithstanding anything to the contrary contained 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 occurthis Agreement, the Company shall file with have the SEC an additional right to defer the filing of a Registration Statement on Form S-3 (which shall i) for such reasonable period of time until the Company receives or prepares financial statements for the fiscal period most recently ended prior to such written request, if necessary to avoid the use of stale financial statements or (ii) for a reasonable period of time not constitute a post-effective amendment to exceed 90 days if the Company would be required to divulge in such Registration Statement filed pursuant the existence of any fact relating 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 a material business transaction or negotiation not otherwise required to be filed by disclosed and the Board of Directors of the Company pursuant to Section 2(a) shall determine in good faith that the disclosure of this Agreement, and such fact at such time would not be in the best interest of 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"Deferral Period"). The Registration Statement shall not include securities to be sold for the 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. (1i) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers as soon as practible after the Closing Date but no later than thirty (30) days after the Initial Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal for the Initial Investors to sell the sum of (x) a Registrable Securities, but in no event less than the number of shares of Common Stock equal to 175% one hundred fifty percent (150%) of 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 Debentures 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). Unless otherwise specifically agreed to in writing in advance by the Lender, 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 contemplated by the Registration Statement on Form S-3 filed on or about June 4, 2003, and (4) the shares issuable to lenders in a Permitted New Transaction, if any, on conversion of the debentures and exercise of the warrants issued in such Permitted New Transaction 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 Preferred SharesDebentures to prevent dilution resulting from stock splits, determined as if or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the Preferred Shares, together with 24 months "Initial Required Effective Date") which is no later than the earlier of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of DesignationsY) on five (5) days after oral or written notice by the SEC Filing Date plus that it may be declared effective or (yZ) the number of Warrant Shares ninety (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a90) 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 the 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 AgreementInitial Closing Date.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, will file with the SEC a Registration Statement on Form S-3 whichS-3, on the date of filing with the SECSEC registering the Registrable Securities and no other securities (other than (i) shares of Common Stock issuable upon exercise of warrants issued to Shoreline (as defined below) in connection with the transactions contemplated hereby and under the Securities Purchase Agreement or (ii) issued or issuable to holders with registration rights pursuant to previously granted stock purchase warrants as described on Schedule 3.3 of the Purchase Agreement) for resale within twenty (20) business days of the closing of the initial purchase of the Series B Preferred Shares (the "CLOSING DATE"). To the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), covers the resale Registration Statement shall include the Common Shares and the Warrant Shares and such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares 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 Initial Investor conversion price of a the Preferred Shares in accordance with the terms thereof. The number of shares of Common Stock at least equal to the sum of initially included in such Registration Statement shall be no less than (xa) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon exercise of the Warrants as if all of the Warrants were then issued plus (b) two (2) times the number of Common Shares that would be issuable upon conversion of the Series B Preferred Shares, determined Shares and the Series C Preferred Shares (as if all of the Series C Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, Shares were converted in full then issued) at the Fixed Conversion Market Price (as defined in the Series B Certificate of Designations) on the Closing Date. Notwithstanding the foregoing, if the SEC Filing Date plus (y) prohibits the number of Warrant Shares (in each case determined without regard to Company from registering the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) resale 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 the conversion of the Series C Preferred Shares (the "SERIES C CONVERSION SHARES") or exercise of the unexercised portion of Warrants issuable in connection with the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurSeries C Preferred Shares (the "SERIES C WARRANT SHARES"), the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment be entitled to amend the Registration Statement filed pursuant so as to exclude such Series C Conversion Shares and Series C Warrant Shares. In such event, the Company will, within twenty (20) business days of the issuance of the Series C Preferred Shares, file a new Registration Statement with respect to the first sentence Series C Conversion Shares and Series C Warrant Shares, and such Registration Statement shall, together with the Registration Statement with respect to the Common Shares issuable in conversion of the Series B Preferred Shares, constitute a "Registration Statement" subject to the terms and conditions of this Section 2(a)), covering such number of shares of Common Stock Agreement; provided that the Required Effective Date (as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement defined below) for such additional Registration Statement shall be deemed the 90th day following the Second Closing (or, if (a) such Registration Statement is reviewed by the SEC, or (b) if the SEC takes the position that registration of the resale of the Series C Conversion Shares and Series C Warrant Shares by the Investors is not available under applicable laws, rules and regulation and that the Company must register the offering of such Registrable Securities as a primary offering by the Company, the 120th day following the Second Closing). The Company shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable after filing and in any event no later than the ninetieth (90th) day following the Closing Date (the "REQUIRED EFFECTIVE DATE"); provided, however, that so long as the Company has filed such Registration Statement within twenty (20) business days of the Closing Date, (a) if the SEC takes the position that registration of the resale of the Registrable Securities by the Investors is not available under applicable laws, rules and regulation and that the Company must register the offering of the Registrable Securities as a primary offering by the Company, or (b) if the Registration Statement required receives SEC review, then the Required Effective Date shall be the one hundred twentieth (120th) day after the Closing Date. In the case of an SEC response described in clause (a), the Company shall, within twenty (20) business days following the date the Company receives such response from the SEC, file a registration statement as a primary offering. Such best efforts shall include, but not be limited to, promptly responding to be filed all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement will receive no action or no review from the SEC, the Company shall cause such Registration Statement to become effective within five (5) business days of such SEC notification. Once declared effective by the SEC, the Company shall cause such Registration Statement to remain effective throughout the Registration Period, except as permitted 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(a3(a). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepare, and and, on or prior to the date which is 30 thirty (30) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing the Initial Investors, which consent will not be unreasonably withheld) covering the resale of 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 Articles 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 SEC, covers terms thereof or the resale by exercise price of the Initial Investor of a Warrants in accordance with the terms thereof. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than two (2) times the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred SharesStock and the exercise of the Warrants, 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 any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Preferred Stock or exercise the Warrants). If at any time The Company acknowledges that the number of shares of Common Stock initially 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% represents a good faith estimate of the maximum number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon Stock and 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 the 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. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by of at least 1,395,000 of the Initial Investor of a 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares, together Shares in accordance 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)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 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 WarrantsShares, 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 exerciseconversion. 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 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. (1) The Company shall prepareprepare and file with, and on or prior cause to the date which is 30 days after the Closing Datebe declared effective by, file with the SEC a Registration Statement on Form S-3 S-3, which, on the date of filing with the SEC, covers the resale by the Initial Investor Purchasers or their permitted assignees of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 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 (Shares, and thereafter to cause such Registration Statement relating to Registrable Securities to be declared effective as soon as possible after such filing but in each case determined without regard to any event, not later than 180 days after the limitations on beneficial ownership contained in the proviso to the second sentence Date of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)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 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 portions 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 exerciseexercises. For all purposes of this Agreement 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 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 to be filed by the Company pursuant to this Section 2(a). The Except to the extent required under the agreements set forth under Schedule 1, the 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 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 Agreementsecurityholder.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 (soon 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, practicable but in no event later than 20 thirty (30) days after the Initial Closing Date (the "Required Filing Date"), file with the Commission a Registration Statement on Form SB-2, or an amendment to any pending Registration Statement on Form SB-2 of the Company, covering resales of (a) the Warrants and (b) the Minimum Conversion Shares on the filing date. In the event that Form SB-2 is unavailable for such insufficiency shall occura registration, the Company shall file 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) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the extent consistent with the SEC an additional 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 on Form S-3 (which shall has not constitute a post-been declared effective amendment to by the Commission at that time, amend 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) the preceding portions of this Agreementparagraph, and to register all of such Minimum Conversion Shares, or (ii) if such Registration Statement has been declared effective by the Company and Commission at that time, file with the Investors shall have the same rights and obligations with respect to such 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 they is available) to register all of such Minimum Conversion Shares that have not already been so registered. The Company shall have with respect use its best efforts to the initial cause any such Registration Statement required or amended Registration Statement, as the case may be, to be filed by become effective within the Company pursuant earliest to this Section 2(a). The 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 shall not include securities to be sold for the 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.or has indicated that they

Mandatory Registration. (1i) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, 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 Xxxxxxxxxx (xx xxxxxxxxx) on Form S-3 which, on the date of filing with the SEC, covers SB-2 covering the resale by of all of the Initial Investor 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 a number of shares of Common Stock registration, the Company shall use such other form as is available and appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register for resale at least equal to the sum of (x) a that number of shares of Common Stock equal to 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 . The Company shall use its best efforts 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 cause the Registration Statement required to be filed declared effective under the Securities Act as provided in promptly as possible after 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 promptlyfiling thereof, but in no any event later than 20 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 Effective Date then the Company shall pay to each Purchaser an amount equal to one percent (1%) per 30-day period of the purchase price paid for the Notes purchased by such Purchaser. Thereafter, for every 30 days after such insufficiency shall occurthat pass during which the Registration Statement has not been declared effective, the Company shall file with the SEC pay to each Purchaser an additional Registration Statement on Form S-3 amount equal to one percent (which shall not constitute a post-effective amendment to 1%) of the Registration Statement filed pursuant to purchase price paid for the first sentence of this Section 2(a)), covering Notes purchased by such number of shares of Common Stock as Purchaser. Each such payment shall be sufficient to permit such conversion and exercise. For all purposes due within five days 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) end 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 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 Agreementeach 30-day period.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 10 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on by the date of filing with Buyer which at the SEC, time such Registration Statement is declared effective by the SEC covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175(A) at least 110% of the number of Conversion Shares issuable to Buyer under the Note, determined as 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 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 Preferred SharesNote to prevent dilution resulting from stock splits, determined stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as if shall be issuable upon conversion of the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Note based on changes from time to time 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 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 2(a8(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 WarrantsNote (after taking into account any redemptions pursuant to Section 2.4(b) of the Note), then promptly, but in no event later than 20 15 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(a8(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion; provided, however, that 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 the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement8(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 2(a8(a). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a 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, on the date of filing with the SEC, covers the resale by the Initial Investor Purchaser of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175the sum of (x) 150% of the number of shares of Common Stock Shares 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 Shares at the Fixed then applicable Conversion Price (as defined in the Certificate of DesignationsCertificate) on the SEC Filing Date plus 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 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% all of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of 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 20 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 conversion and exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter. 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 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 to be filed by the Company pursuant to this Section 2(a). The Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling securityholder security holder other than the Investors Purchasers and the investors contemplated by holders of the registration rights agreement entered into by described in Schedule 11(a). As of the date of this Agreement, the Company in connection with is eligible to file the Other Subscription AgreementRegistration Statement on Form S-3.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 (soon 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, practicable but in no event later than 20 thirty (30) days after the Initial Closing Date (the "Required Filing Date"), file with the Commission a Registration Statement on Form SB-2, or an amendment to any pending Registration Statement on Form SB-2 of the Company, covering resales of (a) the Warrants and (b) the Minimum Conversion Shares on the filing date. In the event that Form SB-2 is unavailable for such insufficiency shall occura registration, the Company shall file 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) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the extent consistent with the SEC an additional 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 on Form S-3 (which shall has not constitute a post-been declared effective amendment to by the Commission at that time, amend 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) the preceding portions of this Agreementparagraph, and to register all of such Minimum Conversion Shares, or (ii) if such Registration Statement has been declared effective by the Company and Commission at that time, file with the Investors shall have the same rights and obligations with respect to such 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 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 or has indicated that they shall have with respect no further comments to the initial 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 required or amendment to be filed by a Registration Statement as soon as possible after the Initial Closing Date or after the date the Company pursuant becomes obligated to this Section 2(a). The file such Registration Statement shall not include 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 to be sold for of the account of any selling securityholder Company other than the Investors 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) the investors contemplated date on which the Registrable Securities (in the opinion of counsel to the Purchaser) may be immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration under the registration rights agreement entered into by Securities Act (the Company in connection with the Other Subscription Agreement"Registration Period").

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to the date which is 30 no later than forty-five (45) calendar days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of covering a sufficient number of shares of Common Stock at least equal 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 sum filing of such Registration Statement. In the event the Registration Statement is not filed within forty-five (x45) a 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 equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, 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 Warrantsor stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall 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 an additional Registration Statement on Form S-3 (which shall not constitute such form as is applicable or a post-effective amendment to the Registration Statement filed pursuant to register the first sentence shares of this Section 2(a)), covering such Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock as already registered. The above damages shall continue until the obligation is fulfilled and shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement required to be filed by is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investors to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties 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 such, agree 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 Section 2(a) the terms of this Agreement, the Subscription 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 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 AgreementDebenture.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to sixty (60) days from the date which is 30 days after of Closing (as defined in the Closing DateSecurities Purchase Agreement) (the "FILING DATE"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing with the SECInitial Investors, covers which consent will not be unreasonably withheld) covering the resale by of the Initial Investor 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 a additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than two (2) times the sum of (xi) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares that are then issuable upon conversion of the Preferred Shares, determined as if Debentures and Additional Debentures (based on the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Variable Conversion Price (as defined would then be in effect and assuming the Certificate of DesignationsVariable Conversion Price is the Conversion Price at such time) on the SEC Filing Date plus (yii) the number of Warrant Shares (in each case determined that are then issuable upon exercise of the Warrants and the Additional Warrants, without regard to any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to Debentures and the second sentence of Section 10(a) of Additional Debentures or exercise the Certificate of Designations Warrants and Section 1.1(b) of the Additional Warrants). If at any time The Company acknowledges that the number of shares of Common Stock initially 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% represents a good faith estimate of the maximum number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus Debentures and the number of Warrant Shares issuable Additional Warrants and 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, Warrants 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 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 AgreementAdditional Warrants.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, which on the date of filing with the SEC, SEC Filing Date covers the resale by the Initial Investor Buyer of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175(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 Preferred SharesNote to prevent dilution resulting from stock splits, determined stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as if shall be issuable upon conversion of the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Note based on changes from time to time 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 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 2(a8(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 WarrantsNote (after 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 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a8(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion; provided, however, that 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 the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement8(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 2(a8(a). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepareprepare and file with the SEC, and on the later of December 19, 1997 or prior to the date which is 30 thirty (30) days after from the Closing Date, file with the SEC either a Registration Statement on Form S-3 which, or an amendment to any pending Company Registration Statement on Form S-3 registering for resale by the date Investor all of filing with the Registrable Securities (or such lesser number as may be required by the SEC, covers but in no event less than the resale by the Initial Investor of a number of shares into which the Preferred Shares would be convertible at the time of filing of the 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become 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 Shares resulting from adjustment in the Certificate of DesignationsConversion Price, or to prevent dilution resulting from stock splits, or stock dividends. The Company shall use its best efforts to cause the Registration Statement to be declared effective no later than ninety (90) on days after 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)Closing Date. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Shares may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall 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 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 an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Shares may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate 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 the 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 Agreementalready registered.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 (soon 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, practicable but in no event later than 20 thirty (30) days after such insufficiency shall occurthe Closing Date (the "Required Filing Date"), the Company shall file with the SEC Commission a Registration Statement on Form S-3, or an additional amendment to any pending Registration Statement on Form S-3 of the Company, covering resales of (which a) the Common Stock issuable upon exercise of the Warrants and (b) the Minimum Conversion Shares on the filing date. In the event that Form S-3 is unavailable for such a 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) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the 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 constitute a post-been declared effective amendment to by the Commission at that time, amend 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) the preceding portions of this Agreementparagraph, and to register all of such Minimum Conversion Shares, or (ii) if such Registration Statement has been declared effective by the Company and Commission at that time, file with the Investors shall have the same rights and obligations with respect to such Commission an additional Registration Statement on S-3 (or, in the event that Form S-3 is unavailable for such a registration, on such other form as they is available) to register all of such Minimum Conversion Shares that have not already been so registered. The Company shall have with respect use its best efforts to the initial cause any such Registration Statement required or amended Registration Statement, as the case may be, to be filed by become effective within the earliest to occur of (i) ninety (90) days following the Closing Date; (ii) if the Commission elects not to conduct a review of the Registration Statement, the date which is eight (8) business days after the date upon which either the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company or its counsel is so notified, whether orally or in connection with the Other Subscription Agreement.writing; or

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to thirty (30) days from the date which is 30 days after of Closing (as defined in the Closing DateSecurities Purchase Agreement) (the "FILING DATE"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing with the SECInitial Investors, covers which consent will not be unreasonably withheld) covering the resale by of the Initial Investor 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 a additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than two (2) times the sum of (xi) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares that are then issuable upon conversion of the Preferred Shares, determined as if Debentures and Additional Debentures (based on the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Variable Conversion Price (as defined would then be in effect and assuming the Certificate of DesignationsVariable Conversion Price is the Conversion Price at such time) on the SEC Filing Date plus (yii) the number of Warrant Shares (in each case determined that are then issuable upon exercise of the Warrants and the Additional Warrants, without regard to any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to Debentures and the second sentence of Section 10(a) of Additional Debentures or exercise the Certificate of Designations Warrants and Section 1.1(b) of the Additional Warrants). If at any time The Company acknowledges that the number of shares of Common Stock initially 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% represents a good faith estimate of the maximum number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus Debentures and the number of Warrant Shares issuable Additional Warrants and 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, Warrants 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 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 AgreementAdditional Warrants.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to the date which is 30 days as soon as possible after the Closing Date, file with but no later than thirty (30) days following the SEC Closing Date, either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the SB-2 or an amendment to any such pending Registration Statement registering for resale by the Initial Investor all of a 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 at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and the Preferred Shares, together with 24 months exercise of accrued and unpaid dividends thereon, were converted the Warrants resulting from adjustment in full at the Fixed 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 ninety (as defined in 90) days after 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)Closing Date. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in the first sentence of this Section 2(a) shall converted and which would be insufficient to cover 125% issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock issuable on conversion 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 at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in full of the unconverted Preferred Shares plus future be converted and which would be issued currently or in the number of Warrant Shares issuable future upon exercise of the unexercised portion of the Warrants, then promptlyor (ii) if such Registration Statement has been declared effective by the SEC at that time, 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 (SB-2, as may be appropriate, to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may currently or in the first sentence future be converted and which would be issued currently or in the future upon exercise of this Section 2(a)), covering such the Warrants that exceed the aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercisealready registered. 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 Such Registration Statement shall not include securities to be sold for the account of any selling securityholder shares other than the Investors and Registrable Securities without the investors contemplated by consent of the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementInvestor.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 15 days after the date of the 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 Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of covering at least 1,142,010 shares of Common Stock at least equal to as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the sum of (x) a Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares and exercise of the Warrants to prevent dilution resulting from stock splits, determined as if the Preferred Shares, together with 24 months stock dividends or similar transactions or by reason of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined changes in the Certificate conversion price of Designations) on the SEC Filing Date plus (y) 1997 Preferred Shares and the number exercise price of Warrant Shares (in each case determined without regard the Warrants issued pursuant to the limitations on beneficial ownership contained 1997 Subscription Agreement in accordance with the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)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 sentence two sentences 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 and the unexercised portion of the Warrants, then promptly, but in no event later than 20 15 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 required to be filed pursuant to the first sentence of this Section 2(a)), ) or other applicable form covering such number 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). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepareprepare and file with the SEC, as soon as 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 on had been converted, into Conversion Shares in accordance with their terms, whether or prior 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 date which is 30 Registration Statement to be declared effective no later than ninety (90) days after the Closing Date, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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% 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 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 occurregistered, the Company shall 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 Registration 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 an additional Registration Statement on Form S-3 S-3, or other available forum as may be appropriate, to register (A) 200% of the aggregate shares of Common Stock into which shall not constitute a post-effective amendment to Tranche II of the Registration Statement filed pursuant to Debenture may then or in the first sentence of this Section 2(a))future be converted, covering such less (B) the aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes already registered which have not been issued upon conversions of this Agreement such additional Registration Statement shall be deemed to be Tranche II of 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)Debenture. The Registration Statement shall not include securities to be sold for the account of any selling securityholder shares other than the Investors Registrable Securities, and the investors contemplated by the registration rights agreement entered into by certain other shares that the Company is obligated to Register as set forth in connection with Schedule 5(b), without the Other Subscription consent of the Investor. Nothing contained in this Agreement shall modify or amend any of the terms of the November Registration Agreement as it applies to (i) the Conversion Shares issuable upon the conversion of Tranche I (and interest thereon) and (ii) shares issuable upon the exercise of the Warrants (as defined in the November Registration Agreement).

Mandatory Registration. (1) The Company shall prepareprepare promptly and, and on or prior to the date which is 30 20 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by the Initial Investor Buyer of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock 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, 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 and determined without regard to the limitations limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a10(a)(1) of the Certificate of Designations Designations) and Section 1.1(b) 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 Warrants)Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. If If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of additional shares of Common Stock as shall 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 2(a8(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 WarrantsShares, 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(a8(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion; provided, however, that 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 the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement8(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 2(a8(a). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepareprepare and, and on or prior to as soon as practicable, but not later than the thirtieth (30th) day after the date which is 30 days after of the Closing Datefiling of the Company's fiscal year 2001 financial results (the "FILING DATE") or July 31, 2001, whichever comes first, file with the SEC a Registration Statement 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 sum of (x) a number of shares of Common Stock equal to 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 or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities required to be included in such Registration Statement on or before the sixtieth (60th) day following the filing of the Company's fiscal year 2001 financial results, but in no case later than August 31, 2001) covering the resale of the Registrable Securities issued or issuable pursuant to conversion of the Convertible Debenture and exercise of the Warrant, assuming conversion of one million five hundred thousand dollars ($1,500,000) in principal and all of the accrued interest on the Convertible Debenture as of the Filing Date. The number of Registrable Securities that the Company shall not constitute include in this first Registration Statement shall cover the number of Shares that would be issuable to Holder if interest were to accrue on the entire principal balance of the Convertible Debenture from the initial Filing Date until June 1, 2006. On or before the date that is one year after the initial Filing Date, the Company shall prepare and file a post-effective amendment second Registration Statement covering the resale of the Registrable Securities issued or issuable upon conversion of the Convertible Debenture and exercise of the Warrant, assuming conversion of one million five hundred thousand dollars ($1,500,000) in principal and all of the interest that would accrue on the Convertible Debenture from the Filing Date of the first Registration Statement until June 1, 2006, assuming that the entire principal amount remained outstanding for that period. The Registration Statements filed hereunder, to the Registration Statement filed pursuant to extent allowable under the first sentence of this Section 2(a)Securities Act and the Rules promulgated thereunder (including Rule 416), covering shall state that such Registration Statements also cover such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Convertible Debenture and the exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar recapitalizations. The Registrable Securities included in any Registration Statement filed hereunder shall be sufficient allocated to permit such conversion the Holders as set forth in Section 8.12 hereof. The Registration Statements filed hereunder (and exercise. For all purposes each amendment or supplement thereto, and each request for acceleration of this Agreement such additional Registration Statement effectiveness thereof) shall be deemed provided to be (and subject to review by) the Holder and Holder's counsel prior to its filing or other submission, provided that no such review shall affect the Holder's rights under Section 8.6 hereof. Such Registration Statement required to be filed Statements may not include other shares of stock as registered by the Company pursuant to Section 2(a) or by any other stockholder of this Agreementthe Company, and provided however, that the Company and the Investors shall have the same rights and obligations with respect to such additional may include shares held by Zanett Securities Corporation, provided further that if a 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 securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with an underwritten public offering is subject to an underwriter's cut-back, such cut-back should be distributed pro rata between the Other Subscription AgreementHolders and Zanett Securities Corporation.

Mandatory Registration. (1) The Subject to the conditions of this Section 2(a), if the Company shall prepare, receive at any time and on or prior from time to the date which is 30 days time after the Closing Dateaggregate principal amount of the Note is below U.S. $1,500,000 (in whatever form, including 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 a the Registration Statement on Form S-3 whichcovering the resale of all of the Registrable Securities issuable upon then outstanding Securities, on then the date Company shall, within thirty (30) days of filing the receipt thereof, give written notice of such request to all other holders of Registrable Securities, if any, and file with the SECSEC such Registration Statement, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% as soon as practicable, following receipt 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 Registration Request (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 the Filing Deadline). In the event that Form S-3 is unavailable for such insufficiency a registration, the Company shall occuruse such other form as is available for 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 at least 33% of the Company’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 no later than the Effectiveness Deadline. By 9:30 am on the fifth (5th) calendar day following the Effective Date, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to in accordance with Rule 424 under the Registration Statement filed pursuant to 1933 Act 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 final prospectus 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 securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company used in connection with the Other Subscription Agreementsales pursuant to such Registration Statement.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 15 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by the Initial Investor Buyer of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Conversion Shares issuable to the Buyer 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) which is applicable on the day the Registration Statement is filed with the SEC Filing Date plus (y) the number of Warrant Shares (in each case and determined without regard to the limitations limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations Designations), and Section 1.1(b) Warrant Shares issuable upon exercise of the Warrants), and such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the issuance of shares of Common Stock as a dividend on the Preferred Shares 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 If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as shall 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 shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a8(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 WarrantsShares, then promptly, but in no event later than 20 15 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(a8(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion; provided, however, that nothing in this Section 8(a) shall limit the rights of the holder of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 12 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 2(a) of this Agreement8(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 2(a8(a). The Registration Statement shall not include securities to be sold for the 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. (1) The Company shall prepareprepare promptly and, and on or prior to the date which is 30 20 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by the Initial Investor Buyer of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Conversion Shares issuable to the Buyer 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) which is applicable on the day the Registration Statement is filed with the SEC Filing Date plus (y) the number of Warrant Shares (in each case and determined without regard to the limitations limitation 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) 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 Warrants)Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. If If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of additional shares of Common Stock as shall 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 2(a8(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 WarrantsShares, then promptly, but in no event later than 20 15 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(a8(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion; provided, however, that 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 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) of this Agreement8(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 2(a8(a). The Company shall be entitled to include all Persons who are Investors at the time a Registration Statement shall not include securities is filed with the SEC and whose Registrable Securities are to be sold for the account of any included in such Registration Statement as selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company stockholders in connection with the Other Subscription Agreementa single Registration Statement.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as possible after the date which is 30 Closing Date (as defined in the Securities Purchase Agreement) but in no later than thirty (30) days after following the Closing Date, file with the SEC either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to (or such lesser number as may be required by the sum of (x) a 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 equal to 175% of the number of shares of Common Stock as may become 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 Stock resulting from adjustment in the Certificate of DesignationsConversion Price, or to prevent dilution resulting from stock splits, or stock dividends), which Registration Statement shall be declared effective no later than ninety (90) on days after 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)Closing Date. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate 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 occurregistered, the Company shall 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 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 an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate 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 the 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 Agreementalready registered.