Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210%) of the aggregate 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 and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than as soon as practicable after the Required Certificate of Incorporation Amendment Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The If the Certificate of Incorporation Amendment Filing Date occurs the Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21November 30, 20062005.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than as soon as practicable after the Required Certificate of Incorporation Amendment Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten twenty five percent (210125%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The If the Certificate of Incorporation Amendment Filing Date occurs the Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 211, 20062005.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than the Required Filing Date, as soon as practicable either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July December 21, 20062005.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than the Required Filing Date, as soon as practicable either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than SEC by the Required Filing Date, either a Registration Statement or Date an amendment to an existing the Registration StatementStatement filed by the Company November 1, in either event 2005 registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21December 29, 20062005.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement or an amendment to an existing Registration Statementon Form SB-2, in either event registering for resale by the Investor a sufficient number Investors all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that the entire principal and interest balance of 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 eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants (and the Existing Warrants) to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of one hundred twenty days (Y) five (5120) days after oral or the Closing Date. If at any time the number of shares of Common Stock into which the Debentures may be converted and which would be issued upon exercise of the Warrants equals more than seventy five percent (75%) of the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) further amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that it time, to register 200% of the aggregate of all shares of Common Stock into which the Debentures may then or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-2, as may be declared effective appropriate, to register (A) 200% of the aggregate shares of Common Stock into which the Debentures may then or in the future be converted and which would be issued currently or in the future upon exercise of the unexercised Warrants, less (ZB) July 21the aggregate number of shares of Common Stock already registered which have not been issued upon conversions of the Debentures or the exercise of Warrants. The Registration Statement shall not include any shares other than the Registrable Securities, 2006and certain other shares that the Company is obligated to Register as set forth in Schedule 5(b), without the consent of the Investors.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their termsClosing Shares, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Initial Investor, the Registration Statement (W) shall include only the Registrable Securities and any additional shares of common stock subject to currently effective piggyback registration rights granted prior to the date hereof, held by Company shareholders who have not waived such registration rights, 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 Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date.

Mandatory Registration. (i) The Company shall promptly prepare and file with the SEC, not as soon as possible after the Closing Date but no later than March 15, 2002 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than (A) 200% of the aggregate number of shares equal to of Common Stock which would be issued upon conversion of all relevant Convertible Securities other than those issued under the sum of Funding Agreement, (xB) two hundred and ten percent (210%) 130% of the aggregate of the number of shares into of Common Stock which the Debentures and all interest thereon through the Maturity Date would be convertible issued upon conversion of the Initial Note, and (C) 100% of the aggregate number of shares of Common Stock which would be issued upon exercise of the relevant Warrants at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, such Convertible Securities and Warrants had been eligible to be converted, exercised and had been converted, into Conversion Shares exercised in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities 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 Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21May 30, 20062002. With respect to the Advances as the same is defined in the Funding Agreement, the Company acknowledges that it is obligated to file a separate Registration Statement pursuant to the terms hereof, provided however,that with respect to such separate Registration Statement, the Required Filing Date shall be deemed to be thirty (30) days after the date of the Final Advance, and the Required Effective Date shall be deemed to beone hundred and five (105) days after the date of the Final Advance.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing and no later than July 10, 2000 (the Required Filing Date"REQUIRED FILING DATE"), either a Registration Statement or on Form S-3, if the Company is eligible to use Form S-3, otherwise on an amendment to an existing Registration Statementappropriate form, in either event registering Registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (xi) two hundred and ten percent (210200%) of the aggregate number of Initial Shares, and (ii) the number of shares into which the Debentures and all interest thereon through the Maturity Date of Common Stock that would be convertible issued upon exercise of the Warrant (the "WARRANT SHARES") at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, the Warrant had been eligible to be converted, exercised and had been converted, into Conversion Shares exercised in accordance with their its terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include the Registrable Securities, and (X) shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion pursuant to the anti-dilution provisions of the Debentures or exercise of the Warrants Warrant to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective DateREQUIRED EFFECTIVE DATE") ), which is no later than the earlier of (Yy) five (5) days Business Days after oral or written notice by the SEC that it may be declared effective or (Zz) July 21, 2006ninety (90) days after the date of the Initial Closing.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than 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) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and based on the Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or subsequently amended), (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), 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). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, 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, (3) the shares of the Permitted Selling Shareholder listed on Schedule 1 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006similar transactions.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing and no later than a date (the "Required Filing Date"), which is thirty (30) days following the Initial Closing, either a Registration Statement on Form S-1 (or other applicable registration statement form), or an amendment to an existing Registration Statement, in either event registering Registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate number of Initial Shares and the number of shares into which the Debentures and all interest thereon through the Maturity Date of Common Stock that would be convertible issued upon exercise of the Warrant (the "Warrant Shares") at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, the Warrant had been eligible to be converted, exercised and had been converted, into Conversion Shares exercised in accordance with their its terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities, and (X) shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion repricing of the Debentures or Initial Shares and the exercise of the Warrants Warrant to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") ), which is no later than the earlier of (Yy) five (5) days Business Days after oral or written notice by the SEC that it may be declared effective or (Zz) July 21, 2006ninety (90) days after the date of the Initial Closing.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement or an amendment to an existing Registration Statementon Form SB-2, in either event registering for resale by the Investor a sufficient number Investors all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date Preferred Stock would be convertible at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, 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, accrual of interest eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants (and the Existing Warrants) to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of ninety days (Y) five (590) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006.Closing

Mandatory Registration. 3 (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than a date (the "Required Filing Date") which is thirty (30) days after the Closing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (xA) two hundred and ten percent (210200%) of the aggregate 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 and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Converted Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants (assuming for such purposes that all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date) (or such lesser number as may be required by the SEC). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and the shares specifically listed on EXHIBIT 1 annexed hereto, and (X) shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than as soon as practicable after the Required Certificate of Incorporation Amendment Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fify percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The If the Certificate of Incorporation Amendment Filing Date occurs the Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 211, 20062005.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date no later than a date (the "Required Filing Date, ") which is sixty (60) days following the Initial Closing Date either a Registration Statement on form S-3 or Form SB-2 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecuritie (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares (A) into which the relevant Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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 interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and other securities with a market value not exceeding $500,000, 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 Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Initial Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), either a Registration Statement on Form S-3 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (xA) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures Preferred Stock and all interest dividends thereon through the Maturity second anniversary of the Closing Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures shares of Initial Preferred Stock and Additional Preferred Stock 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 dividends, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants Warrants, if contemplated by the Securities Purchase Agreement, at the time of filing of the Registration Statement (assuming for such purposes that all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and the shares specifically listed on EXHIBIT 1 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Initial Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date but no later than thirty (30) days after the Initial Closing Date ("Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities issued to the Investor. Promptly upon receipt of shareholder approval to increase its authorized capital stock and approving the transactions contemplated by the Securities Purchase Agreement, but the Company will either file an amendment to existing Registration Statement or a new Registration Statement that would cover in the aggregate with the first Registration Statement no event less than the number of shares equal to the sum of (x) two A)two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures Preferred Stock and all interest dividends thereon through the Maturity Date third annual anniversary of their issuance would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures shares of Initial Preferred Stock and the maximum number of Additional Preferred Stock 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 dividends, eligibility or conversion had in fact occurred as of such datedate or such lesser number as may be required by the SEC) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants issued pursuant to the Securities Purchase Agreement at the time of filing of the Registration Statement (assuming for such purposes that the maximum number of Additional Preferred Stock had been issued and all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such datedate or such lesser number as may be required by the SEC). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21one hundred twenty (120) days after the Initial Closing Date. Except as set forth on Schedule 2a attached or as may be consented to by the Initial Investor, 2006the Registration Statement will only include the Registrable Securities.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than 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 one hundred fifty percent (150%) of the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which Purchased Shares and (y) the Debentures and all interest thereon through number of Warrant Shares covered by the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto Warrants (assuming for such purposes that all Debentures the Warrants had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorInitial Investor (including as provided in this Agreement), the Registration Statement (W) shall include only (1) the Registrable Securities, and (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, 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 Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date (as defined in the Securities Purchase Agreement) but in no event no later than sixty (60) days following the Required Filing Closing Date, either a Registration Statement on Form SB-1, SB-2 or an amendment to an existing Registration StatementS-3, in either event as applicable, registering for resale by the Investor Investors a sufficient number of shares of Common Stock for the Investor to sell Investors (or such lesser number as may be required by the Registrable SecuritiesSEC in writing, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210%) 150% of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date Preferred Stock would be convertible at the time of filing of such the Form SB-1, SB-2 or S-3, as applicable, or an amendment to any pending Company Registration Statement and any pre-effective amendment thereto on Form SB-1, SB-2 or S-3, as applicable (assuming for such purposes that all Debentures had been issued, 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, accrual of interest eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Form SB-1, SB-2 or S-3, as applicable (assuming for such purposes that all Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed , or an amendment to in writing in advance by the Investorany pending Company Registration Statement on Form SB-1, the SB-2 or S-3, as applicable, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends. The ), and the Company will shall use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date no later than 90 days after the Closing Date. If the Company is notified orally or in writing by the SEC that the SEC has no comments with respect to the Registration Statement (the "Initial Required Effective DateSEC Notice") which is ), the Company shall use its best efforts to cause the Registration Statement to be declared effective no later than the earlier of (Y) five (5) business days after oral or written notice receipt of the SEC Notice. If at any time after the Registration Statement has been filed the closing bid price is less than $3 per share for at least three (3) consecutive days during any twenty (20) day trading period, the Company shall within ten (10) business days thereafter 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 it time, to register one hundred-fifty percent (150%)of the shares of Common Stock into which the Preferred Stock based on the closing bid price at the time of filing of such amendment may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-1, SB-2 or S-3, as applicable, to register 150% of the shares of Common Stock into which the Preferred Stock based on the closing bid price at the time of filing an additional Registration Statement may be declared effective or (Z) July 21, 2006converted and which would be issued upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than forty-five (45) days after the 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Initial Investor, the Registration Statement (W) shall include only the Registrable Securities, 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 Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "“Initial Required Effective Date"”) which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than fifty (50) days after the 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, 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 and in connection with the Permitted New Transaction, if any, and (3) 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 Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty-five (125) days after the Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Initial Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than 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) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity second anniversary of the Initial Closing Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and based on an assumed Conversion Price of $0.30 per share, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), 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). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, 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) up to 100,000 shares of Common Stock held by Jason Sundar (President of Sundar Communications Group, Inc.), xxx (X) xxxxx 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 Debentures or Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006similar transactions.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date (as defined in the Securities Purchase Agreement) but in no event no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement on Form SB-1, SB-2 or an amendment to an existing Registration StatementS-3, in either event as applicable, registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell (or such lesser number as may be required by the Registrable SecuritiesSEC in writing, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210%) 150% of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date Preferred Stock would be convertible at the time of filing of such the Form SB-1, SB-2 or S-3, as applicable, or an amendment to any pending Company Registration Statement and any pre-effective amendment thereto on Form SB-1, SB-2 or S-3, as applicable (assuming for such purposes that all Debentures had been issued, 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, accrual of interest eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Form SB-1, SB-2 or S-3, as applicable (assuming for such purposes that all Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed , or an amendment to in writing in advance by the Investorany pending Company Registration Statement on Form SB-1, the SB-2 or S-3, as applicable, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends. The ), and the Company will shall use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date no later than ninety 90 days after the Closing Date. If the Company is notified orally or in writing by the SEC that the SEC has no comments with respect to the Registration Statement (the "Initial Required Effective DateSEC Notice") which is ), the Company shall use its best efforts to cause the Registration Statement to be declared effective no later than the earlier of (Y) five (5) business days after oral or written notice receipt of the SEC Notice. If at any time after the Registration Statement has been filed the closing bid price is less than $3 per share for at least three (3) consecutive days during any twenty (20) day trading period, the Company shall within ten (10) business days thereafter 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 it time, to register one hundred-fifty percent (150%)of the shares of Common Stock into which the Preferred Stock based on the closing bid price at the time of filing of such amendment may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-1, SB-2 or S-3, as applicable, to register 150% of the shares of Common Stock into which the Preferred Stock based on the closing bid price at the time of filing an additional Registration Statement may be declared effective or (Z) July 21, 2006converted and which would be issued upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than sixty (60) days after the 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Initial Investor, the Registration Statement (W) shall include only the Registrable Securities and the securities listed on Schedule 2 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but in no event later than January 31, 1998 (the Required actual date of filing or January 31, 1998, whichever is earlier, being referred to herein as the "Filing Date"), either a Registration Statement on Form S-1 or an amendment to an existing Form SB-2 (the form which is filed, the "Registration Statement, in either event ") registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, Securities (but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (i) into which the Debentures and all interest thereon through the Maturity Date Preferred Stock would be convertible at the time of filing of such the Registration Statement and any pre-effective amendment thereto ([assuming for such purposes that all Debentures had been issued, 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, accrual of interest eligibility or conversion had in fact occurred as of such date) ] and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants (at the time of filing of the Registration Statement [assuming for such purposes that all Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date]). Unless otherwise specifically agreed to in writing in advance by the Investor, the Such Registration Statement or amended Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of ninety (Y) five (590) days after oral or the Filing Date. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted and which would be issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that it time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement to register the shares of Common Stock into which the Preferred Stock may currently or (Z) July 21, 2006in the future be converted and which would be issued currently or in the future upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement on Form S-1, or an amendment to an existing Registration Statementother available form, in either event registering for resale by the Investor a sufficient number all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that the entire principal and interest balance of 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 eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants (and the Existing Warrants) to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of ninety (Y) five (590) days after oral or the Closing Date. If at any time the number of shares of Common Stock into which the Debentures may be converted and which would be issued upon exercise of the Warrants equals more than seventy five percent (75%) of the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) further amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that it time, to register 200% of the aggregate of all shares of Common Stock into which the Debentures may then or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants (including, without limitation, the Warrants to be issued upon the Second Closing Date), 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-1, or other available forum as may be declared effective appropriate, to register (A) 200% of the aggregate shares of Common Stock into which the Debentures may then or in the future be converted and which would be issued currently or in the future upon exercise of the unexercised Warrants, less (ZB) July 21the aggregate number of shares of Common Stock already registered which have not been issued upon conversions of the Debentures or the exercise of Warrants. THE REGISTRATION STATEMENT SHALL NOT INCLUDE ANY SHARES OTHER THAN THE REGISTRABLE SECURITIES, 2006AND CERTAIN OTHER SHARES THAT THE COMPANY IS OBLIGATED TO REGISTER AS SET FORTH IN SCHEDULE 5(b), WITHOUT THE CONSENT OF THE INVESTOR.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date but no later than June 15, 1999 (the "Required Filing Date"), either a Registration Statement on Form SB-2 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (A) into which the Initial Debentures and the Additional Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all the Additional Debentures had been issued, issued at such date and that all Debentures 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 interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that the Warrants issued in connection with the purchase and sale of all Debentures had been issued and that all Warrants had been issued, had been eligible to be exercised for exercise the maximum number of shares contemplated thereby and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed The Registration Statement (W) shall include only the Registrable Securities and, subject to the provisions set forth below in writing in advance by the Investorsubparagraph (iii), the Registration Statement shares specifically listed on Exhibit 1 annexed hereto; and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Initial Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement on Form X-0, Xxxx X-0 or an amendment to an existing Registration Statementother available form, in either event registering for resale by the Investor a sufficient number all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible Registrable Securities at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that the entire principal balance of all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Debenture Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest eligibility or conversion had in fact occurred as of such date) date and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Debenture Warrants and Equity Line Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Debenture Warrants and the Equity Line Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of ninety (Y) five (590) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than forty-five (45) days following the Required Filing Closing Date, either a Registration Statement or an amendment to an existing Registration Statementon Form SB-2, in either event registering for resale by the Investor a sufficient number Investors all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less more than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date Preferred Stock would be convertible at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, 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, accrual of interest eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants (and the Existing Warrants) to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of one hundred twenty days (Y) five (5120) days after oral or the Closing Date. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted and which would be issued upon exercise of the Warrants equals more than seventy five percent (75%) of the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) further amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that it time, to register up to 200% of the aggregate of all shares of Common Stock into which the Preferred Stock may then or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-2, as may be declared effective appropriate, to register up to (A) 200% of the aggregate shares of Common Stock into which the unconverted Preferred Stock may then or in the future be converted and which would be issued currently or in the future upon exercise of the unexercised Warrants, less (ZB) July 21the aggregate number of shares of Common Stock already registered which have not been issued upon conversions of Preferred Stock or the exercise of Warrants. The Registration Statement shall not include any shares other than the Registrable Securities, 2006and certain other shares that the Company is obligated to Register as set forth in Schedule 5(b), without the consent of the Investors.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (xA) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures Preferred Stock and all interest dividends thereon through the Maturity Date third annual anniversary of their issuance would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures shares of Initial Preferred Stock and the maximum number of Additional Preferred Stock 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 dividends, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants issued and to be issued as contemplated by the Securities Purchase Agreement at the time of filing of the Registration Statement (assuming for such purposes that the maximum number of Additional Preferred Stock had been issued and all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date) (or such lesser number as may be required by the SEC). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and the shares specifically listed on Exhibit 1 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Initial Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than as soon as possible after the Required Filing Date, Initial Closing Date either a Registration Statement or on Form S-1or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the aggregate number of shares equal to the sum of (xA) two hundred and ten twenty-five percent (210225%) of the aggregate of the number of shares into which the principal of the Initial Debentures and all interest thereon through the Maturity Date Additional Debentures would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all the Additional Debentures had been issued, issued at such date and that all Debentures had been eligible to be converted, and had been converted, converted into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest eligibility or conversion had in fact occurred as of such date) and plus (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants (assuming for such purposes that the Warrants issued in connection with the purchase and sale of all Debentures, including on the Additional Closing Date, had been issued and that all Warrants had been issued, had been eligible to be exercised for exercise the maximum number of shares contemplated thereby and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed The Registration Statement (W) shall include only the Registrable Securities and the shares referred to in writing in advance by the Investor, the Registration Statement Exhibit 1 annexed hereto; and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety-five (95) days after the Initial Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement on Form S-3, or an amendment to an existing Registration Statementother available form, in either event registering for resale by the Investor a sufficient number all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that the entire principal and interest balance of 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 eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants (and the Existing Warrants) to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of one hundred twenty (Y) five (5120) days after oral or the Closing Date. If at any time the number of shares of Common Stock into which the Debentures may be converted and which would be issued upon exercise of the Warrants equals more than seventy five percent (75%) of the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) further amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that it time, to register 200% of the aggregate of all shares of Common Stock into which the Debentures may then or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3, or other available forum as may be declared effective appropriate, to register (A) 200% of the aggregate shares of Common Stock into which the Debentures may then or in the future be converted and which would be issued currently or in the future upon exercise of the unexercised Warrants, less (ZB) July 21the aggregate number of shares of Common Stock already registered which have not been issued upon conversions of the Debentures or the exercise of Warrants. THE REGISTRATION STATEMENT SHALL NOT INCLUDE ANY SHARES OTHER THAN THE REGISTRABLE SECURITIES, 2006AND CERTAIN OTHER SHARES THAT THE COMPANY IS OBLIGATED TO REGISTER AS SET FORTH IN SCHEDULE 5(b), WITHOUT THE CONSENT OF THE INVESTOR.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than 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 one hundred fifty percent (150%) of the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Debentures, including the Additional 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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including the Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, 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, and (3) the shares issued or issuable in connection with the transactions consummated on or about October 31, 2003 (including shares issuable upon the exercise of warrants issued to the Finder in such 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 Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006.

Mandatory Registration. (i) The Company shall cause Company Counsel to prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than 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) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest dividends thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and ), based on the Conversion Price then in effect, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Basic Warrants had been issuedand all Additional Warrants, if any, actually issued or issuable as of the date of the filing of the Registration Statement or any pre-effective amendment thereto had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of 12/09/04 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 Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted or if the number of Other Issuable Shares increases, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of the Finder’s Warrants (as defined in the Joint Escrow Instructions) and (3) the shares listed in Schedule 1 annexed hereto, and (Y) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing and no later than a date (the "Required Filing Date"), which is sixty (60) days following the Initial Closing, either a Registration Statement on Form S-1 (or such other form that the Company is eligible to use) or an amendment to an existing Registration Statement, in either event registering Registering for resale by the Investor Investors a sufficient number of shares of Common Stock for the Investor Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (xi) two hundred and ten percent (210200%) of the aggregate number of Initial Shares and (ii) the number of shares into which the Debentures and all interest thereon through the Maturity Date of Common Stock that would be convertible issued upon exercise of the Warrants (the "Warrant Shares") at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, the Warrants had been eligible to be converted, exercised and had been converted, into Conversion Shares exercised in accordance with their its terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities, and (X) shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion repricing of the Debentures or Initial Shares and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") ), which is no later than the earlier of (Yy) five (5) days Business Days after oral or written notice by the SEC that it may be declared effective or (Zz) July 21, 2006one hundred five (105) days after the date of the Initial Closing.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than forty-five (45) days after the 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than 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) two one hundred and ten fifty percent (210150%) of the aggregate number of Purchased Shares and (y) one hundred ten percent (110%) of the number of shares into which Warrant Shares covered by the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto Warrants (assuming for such purposes that all Debentures the Warrants had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Initial Investor, 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, and (3) the shares listed under the heading "Reg Rights" on Exhibit 1 to Schedule 10 hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell Initial Investors (or such lesser number as may be required by the Registrable SecuritiesSEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (i) into which the Initial Debentures and all interest thereon through the Maturity Date Additional Debentures would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto the Form S-3 (assuming for such purposes that all the maximum Additional Debentures had been issued, issued at such date and that all Debentures 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 eligibility or conversion had in fact occurred as of such date) and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants issued on or about the Closing Date and the Additional Closing Date at the time of filing of the Form S-3 (assuming for such purposes that the maximum Additional Debentures had been issued at such date and that all Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Such Registration Statement or amended Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants resulting from adjustment in the Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of sixty (Y) five (560) days after oral or the Closing Date. If at any time the number of shares of Common Stock into which the Debentures may be converted and which would be issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that it time, to register all shares of Common Stock into which the Debentures may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 to register the shares of Common Stock into which the Debentures may currently or (Z) July 21, 2006in the future be converted and which would be issued currently or in the future upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing and no later than a date (the "Required Filing Date"), which is thirty (30) days following the Initial Closing, either a Registration Statement on Form S-3 or an amendment to an existing Registration Statement, in either event registering Registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (xi) two hundred and ten percent (210200%) of the aggregate number of Initial Shares, and (ii) the number of shares into which the Debentures and all interest thereon through the Maturity Date of Common Stock that would be convertible issued upon exercise of the Warrant (the "Warrant Shares") at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, the Warrant had been eligible to be converted, exercised and had been converted, into Conversion Shares exercised in accordance with their its terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion repricing of the Debentures or Initial Shares and the exercise of the Warrants Warrant to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") ), which is no later than the earlier of (Yy) five (5) days Business Days after oral or written notice by the SEC that it may be declared effective or (Zz) July 21, 2006ninety (90) days after the date of the Initial Closing.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than forty-five (45) days after the 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the Debentures Preferred Stock and all interest dividends thereon through the Maturity Mandatory Conversion Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, 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, accrual of interest dividends, eligibility or conversion had in fact occurred as of such date). The Registration Statement (W) shall include only the Registrable Securities, and (yX) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than as soon as practicable after the Required Certificate of Incorporation Amendment Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor Investors a sufficient number of shares of Common Stock for the Investor Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorInvestors, the Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The If the Certificate of Incorporation Amendment Filing Date occurs the Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21November 30, 20062005.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date no later than a date (the "Required Filing Date") which is thirty 3 (30) days following the Initial Closing Date, either a Registration Statement on Form SB-2 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (A) into which the Debentures relevant Preferred Stock and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, such 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, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities 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 Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21ninety (90) days after the Initial Closing Date or thirty (30) days after the relevant Additional Closing Date, 2006as the case may be.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date no later than a date (the _Required Filing Date_) which is thirty (30) days following the Initial Closing Date and thirty (30) days after the relevant Additional Closing Date, as the case may be, either a Registration Statement on Form SB-2 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (A) into which the relevant Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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 interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities 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 Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21one hundred twenty (120) days after the Initial Closing Date or thirty (30) days after the relevant Additional Closing Date, 2006as the case may be.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than June 7, 2003 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate 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 and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, 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 and in connection with the Allowed New Transaction or Permitted New Transaction, if any, (3) the shares issued or issuable in connection with the transactions referred to in the Company's Current Report on Form 8-K filed on or about April 15, 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 Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21August 19, 20062003.

Mandatory Registration. (i) The Company shall prepare and file with the SECSEC within thirty (30) days after the Closing Date commencing on May 12, not later than the Required 2003 ("Filing Date, either ") a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum aggregate of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures Note and all interest thereon through the Maturity Date (as defined in the Note) would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Notes had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants Notes to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) business days after oral or written notice by the SEC that it may be declared effective or (Z) July 21ninety (90) days after May 12, 20062003 ("Registration Effective Date"), provided that the Registration Effective Date will be extended once to one hundred twenty (120) days after May 12, 2003 only if all of the following occur: (1) the Company files the Registration Statement no later than fifteen (15) days after May 12, 2003; (ii) the Company files an amendment to the Registration Statement on each date which is no later than ten (10) days after the Company receives any comments letter on the Registration Statement from the SEC; and (iii) the Company faxes to Investor's counsel, Xxxxxx X. Xxxxxxxx, Esq. at 212-986-2907, each letter containing SEC comments on the Registration Statement within three (3) business days of receiving each such letter from the SEC.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement or an amendment to an existing Registration Statementon Form SB-2, in either event registering for resale by the Investor a sufficient number Investors all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that the entire principal and interest balance of 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 eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants (and the Existing Warrants) to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of one hundred twenty days (Y) five (5120) days after oral or the Closing Date. If at any time the number of shares of Common Stock into which the Debentures may be converted and which would be issued upon exercise of the Warrants equals more than seventy five percent (75%) of the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) further amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that it time, to register 200% of the aggregate of all shares of Common Stock into which the Debentures may then or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-2, as may be declared effective appropriate, to register (A) 200% of the aggregate shares of Common Stock into which the Debentures may then or in the future be converted and which would be issued currently or in the future upon exercise of the unexercised Warrants, less (ZB) July 21the aggregate number of shares of Common Stock already registered which have not been issued upon conversions of the Debentures or the exercise of Warrants. THE REGISTRATION STATEMENT SHALL NOT INCLUDE ANY SHARES OTHER THAN THE REGISTRABLE SECURITIES, 2006AND CERTAIN OTHER SHARES THAT THE COMPANY IS OBLIGATED TO REGISTER AS SET FORTH IN SCHEDULE 5(B), WITHOUT THE CONSENT OF THE INVESTORS.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than ninety (90) days after the Required Closing Date (the "Target Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (xA) two hundred and ten percent (210200%) of the aggregate 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 and any pre-effective amendment thereto (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) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants issued and to be issued as contemplated by the Securities Purchase Agreement at the time of filing of the Registration Statement (assuming for such purposes that all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities 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 Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than November 14, 2005 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their termsClosing Shares, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Initial Investor, the Registration Statement (W) shall include only the Registrable Securities and any additional shares of common stock subject to currently effective piggyback registration rights granted prior to the date hereof, held by Company shareholders who have not waived such registration rights, 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 Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Required Filing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than fifteen (15) days after the effective date of the Registration Statement filed under File No. 333-60574 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares Shares into which the Debentures Preferred Stock and all interest accrued dividends thereon through for three (3) years from the Maturity Date issue date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Preferred Stock had been issued, had been eligible to be converted, and had been converted, into Conversion Shares and that all dividends thereon had accrued for 3 years, in each case in accordance with their termsthe terms of the Exchange Agreement and of the Certificate of Designation of the Preferred Stock, whether or not such issuance, eligibility, accrual of interest dividends or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by The Registration Statement (W) shall include only the Registrable Securities, the Securities listed on Schedule 5 (b), and with the prior written consent of the Investor, the Registration Statement which shall not be unreasonably withheld, up to 10,000,000 additional shares of Common 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 Debentures Preferred Stock, or exercise upon the issuance of the Warrants shares in payment of accrued dividends, to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (YX) five (5) days after oral or written notice by the SEC that it may be declared effective effective,(Y) sixty (60) days after the Required Filing Date or (Z) July 21, 2006150 days after the date hereof.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date, but no later than May 10, 2000 (the _Required Filing Date), either a Registration Statement on Form SB-2, if the Company is then eligible to file using such form, and if not so eligible, on Form S-1 or other appropriate form, or an amendment to an existing Registration StatementStatement , in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (A) into which the Debentures relevant Preferred Stock and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, such 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, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities 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 Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21ninety (90) days after the Initial Closing Date or thirty (30) days after the relevant Additional Closing Date, 2006as the case may be.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company’s obligation to register the Registrable Securities shall D/BIP/832564.2 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) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and based on the Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or subsequently amended), (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), 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). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) 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 of the Permitted Selling Shareholders, if any, (Y) shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be 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 additional shares of Common Stock as may become issuable upon conversion of the Debentures or Debentures, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006similar transactions.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date and no later than thirty (30) days following the 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 Investor a sufficient number of shares of Common Stock for the Investor Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares (A) into which the relevant Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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 interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities 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 Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not no later than the Required Filing DateAugust 1, 1998 either a Registration Statement on Form S-3 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (i) into which the Initial Debentures and all interest thereon through the Maturity Date Additional Debentures would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all the maximum Additional Debentures had been issued, issued at such date and that all Debentures 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 eligibility or conversion had in fact occurred as of such date) and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the amendment to Form S-3 (assuming for such purposes that the Warrants issued in connection with the purchase and sale of the maximum amount of Debentures had been issued and that all Warrants had been issued, had been eligible to be exercised for exercise the maximum number of shares contemplated thereby and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (i) shall include only the Registrable Securities and (ii) shall also state that, in accordance with Rule Rules 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants resulting from adjustment in the Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Yx) five (5) days after oral or written notice by the SEC that it may be declared effective or (Zy) July 21one hundred twenty (120) days after the Initial Closing Date. If at any time the number of shares of Common Stock into which the Debentures may be converted and which would be issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock then registered, 2006the Company shall 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 Debentures may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 to register the shares of Common Stock into which the Debentures may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than forty-five (45) days following the Required Filing Closing Date, either a Registration Statement on Form SB-2, or an amendment to an existing Registration Statementother available form, in either event registering for resale by the Investor a sufficient number all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that the entire principal and interest balance of 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 eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule Rules 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants (and the Existing Warrants) to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of one hundred twenty (Y) five (5120) days after oral or written notice the Closing Date. The Company is entitled to register for resale pursuant to the Registration Statement securities issued by the SEC Company that it may be declared effective or (Z) July 21, 2006are held by persons other than the Investor.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than November 30, 2003 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten twenty-five percent (210125%) of the aggregate of the number of shares Initial Shares into which the Debentures Preferred Stock and all interest accrued dividends thereon through for three (3) years from the Maturity Date issue date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Preferred Stock had been issued, had been eligible to be converted, and had been converted, into Initial Shares at the Alternative Conversion Shares Price and that all dividends thereon had accrued for 3 years, in each case in accordance with their termsthe terms of the Securities Purchase Agreement, Exchange Agreement, and of the Certificate of Designation of the Preferred Stock, whether or not such issuance, eligibility, accrual of interest dividends or conversion had in fact occurred as of such date). The Registration Statement (W) shall include only the Registrable Securities and the Securities listed on Schedule 5 and (yX) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures Preferred Stock, the issuance of shares in payment of accrued Dividends, or exercise the issuance of the Warrants Repricing Shares to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21January 31, 20062003.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Initial Closing Date but no later than sixty (60) 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 Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than 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) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures Purchased Shares and all interest dividends thereon through the Maturity Date third annual anniversary of the respective Buyer's Closing Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures such Purchased Shares 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 dividends or conversion had in fact occurred as of such date) and ), based on the Conversion Price then in effect, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), 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 Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares listed on Schedule 10 annexed hereto (all of which reflect shares or rights issued prior to the date hereof) 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 Debentures or Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006similar transactions.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to one hundred fifty percent (150%) of the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Debentures, including the Additional 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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including the Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, 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 issued or issuable in connection with the transactions consummated on or about September 8, 2003 (including shares issuable upon the exercise of warrants issued to the Finder in such transaction), (4) shares issuable in connection with a Permitted New Transaction (provided, however, that if not included in the initial filing of the Registration Statement, such shares may be included in a pre-effective amendment only if such inclusion will not substantially delay the effectiveness of the Registration Statement), and (5) the shares issued or issuable by the Company which are identified on SCHEDULE I attached hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than February 29, 2004 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than 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) two one hundred and ten fifty percent (210150%) of the aggregate number of Purchased Shares and (y) one hundred ten percent of the number of shares into which Warrant Shares covered by the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto Warrants (assuming for such purposes that all Debentures the Warrants had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, 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, and (3) the shares listed on Exhibit 1 hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement or an amendment to an existing Registration Statementon Form SB-2, in either event registering for resale by the Investor a sufficient number Investors all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date Preferred Stock would be convertible at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, 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, accrual of interest eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants (and the Existing Warrants) to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such the Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of one hundred twenty days (Y) five (5120) days after oral or the Closing Date. If at any time the number of shares of Common Stock into which the Preferred Stock may be converted and which would be issued upon exercise of the Warrants equals more than seventy five percent (75%) of the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) further amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that it time, to register 200% of the aggregate of all shares of Common Stock into which the Preferred Stock may then or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-2, as may be declared effective appropriate, to register (A) 200% of the aggregate shares of Common Stock into which the unconverted Preferred Stock may then or in the future be converted and which would be issued currently or in the future upon exercise of the unexercised Warrants, less (ZB) July 21the aggregate number of shares of Common Stock already registered which have not been issued upon conversions of Preferred Stock or the exercise of Warrants. The Registration Statement shall not include any shares other than the Registrable Securities, 2006and certain other shares that the Company is obligated to Register as set forth in Schedule 5(b), without the consent of the Investors.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than 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) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and based on the Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or subsequently amended), (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), 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). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) 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, (3) the shares of the Permitted Selling Shareholders, (Y) shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be 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 additional shares of Common Stock as may become issuable upon conversion of the Debentures or Debentures, exercise of the Warrants or issuances of Other Issuable Shares to prevent dilution resulting from stock splits, stock dividends or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006similar transactions.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than as soon as practicable after the Required Certificate of Incorporation Amendment Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (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) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The If the Certificate of Incorporation Amendment Filing Date occurs the Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 211, 20062005.