Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On Following the Closing Date, the Company shall prepare, and, on or prior to the issuance applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Debentures Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Line Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of Credit Agreementshares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall have caused a prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of the all Registrable Securities issuable upon the conversion of the Debentures not already covered by an existing and effective Registration Statement for an offering to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, made on a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company continuous basis pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common StockRule 415. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the Registrable Securities issuable upon the conversion sum of the Debentures (x) a number of shares of Common Stock equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the Common Stock upon the date of the initial filing with the SEC. SEC Filing Date plus (iiy) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Common Stock, as provided in 2.01 (aSection 10(a) (iof the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of Common Stockany selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month Form S-4 or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures use its best efforts to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon prepare, and, on or before the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than is thirty (30) days after such datethe date hereof, file with the SEC a Registration Statement or Registration Statements (as necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration of all of the Registrable Securities) (any of which may contain a combined prospectus with other registrations by the Company), covering the resale of all of the Registrable Securities, which Registration Statement(s), to the extent allowable under the 1933 Act and the rules promulgated thereunder (including without limitation Rule 416), shall state that such Registration Statement(s) also covers such indeterminate number of additional shares (the "Indeterminate Shares") of Common Stock as may become issuable upon the adjustment of the Options as the result of any sale or issuance of Common Stock by the Company for less than its then prevailing fair market value or any stock splits, stock dividends or similar transactions requiring adjustment of the number of shares Option Shares issuable upon the exercise or conversion of Common Stockthe Options in accordance with the Option Agreements. (ii) To the extent the Indeterminate Shares for any reason cannot be registered under the Registration Statement(s) required under Section 2(a)(i) above, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registeredwith respect to such Indeterminate Shares, the Company shallshall use its best efforts to prepare, within and, on or before the date that is thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that timeIndeterminate Shares become issuable, file with the Commission an additional SEC a Registration Statement to register or Registration Statements (as necessary) on Form S-3 (or, if such additional shares form is unavailable for such a registration, on such other form as is available for such a registration of Common Stockall of the Indeterminate Shares) (any of which may contain a combined prospectus with other registrations by the Company), covering the resale of all of the Indeterminate Shares. (biii) In the event that A copy of the Registration Statement referred to in Section 2.01 (aStatement(s) (iand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) does shall be provided to (and subject to the approval of the Investors, which approval shall not cover be unreasonably withheld or denied) the requisite number of Registrable Securities, as provided in Section 2.01 Investors and their counsel prior to its filing or other submission. (aiv) (i), then the The Company shall pay use its best efforts to the Investor an amount equal to two 2% percent obtain effectiveness of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount"Registration Statement(s) for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)as soon as practicable.

Mandatory Registration. If at any time the Required Holders (aas defined below) request that the Company file a Registration is mandatory : (i) On or prior Statement having an aggregate offering price to the issuance public of the Debentures pursuant to the Line of Credit Agreementnot less than Five Million Dollars ($5,000,000), the Company shall have caused use its best efforts to prepare and, as soon as practicable, file with the Commission a Registration Statement on Form S-3 covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities; provided however, the Company shall not be required to effect the foregoing registration prior to the second anniversary of the Closing (as defined in the Securities have been soldPurchase Agreement). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d) of this Agreement. The Registration Statement prepared pursuant hereto shall cover no less than register the Registrable Securities for resale, including at least 130% of the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Series AA Preferred by such Investors from time to time in accordance with the methods of distribution elected by such Investors. The Registration Statement shall contain (except if otherwise directed by the holders of at least a majority of the Common Stock upon Registrable Securities) the date “Selling Securityholders” and “Plan of Distribution” sections in substantially the initial filing with the SEC. (ii) In the event that form attached hereto as Exhibit A. The Company shall use its best efforts to have the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that timeas soon as practicable, but not later than 90 calendar days after such Investors’ request (the “Effectiveness Deadline”). The Company shall not be obligated to file with the Commission an additional a Registration Statement on Form S-1 (or, regardless of the value of the Registrable Securities covered thereby, on any other Form promulgated under the 0000 Xxx) and cause it to register such additional shares become effective prior to the second anniversary of Common Stock. (b) In the event date hereof nor more than twice under this Section 2(a). There shall be no limit to the number of Registration Statements on Form S-3 required to be filed and to become effective under this Section 2(a); provided that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent value of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for Registrable Securities covered by each month or portion thereof and continuing each amount month thereafter until the date the Registration such registration Statement is declared effective by the Commission (the "2.01 (a)not less than $500,000.

Mandatory Registration. Within ten (a10) Registration is mandatory : (i) On or prior to the issuance days of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i)Closing Date, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, SEC a Registration Statement or Registration Statements (as is necessary) on Form SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 415 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale an amount of shares of Common Stock which would be issuable on the date preceding the filing of the Registration Statement based on the Fixed Conversion Price (as defined in the Debenture Agreement) of the Debentures dated February 10, 2006 and the amount reasonably calculated that represents the number of shares issuable pursuant to the terms of the Offering, including those Shares underlying the Warrant Agreement. The total amount of Shares shall be both 1) the amount specified in the Warrant Agreement and 2) the Face Amount of the Debenture, dated February 10, 2006, divided by the Fixed Conversion Price. For example, if the Fixed Conversion Price is nine cents ($.09) per share, the amount of Shares to be registered will be nine million one hundred and thirty-eight thousand eight hundred and eighty-nine shares (9,138,889) shares. ($822,500/.09). In the event the Company cannot register sufficient shares of Common Stock, as provided in 2.01 (a) (i). If at any time due to the remaining number of authorized shares of Common Stock into which being insufficient, the Debentures may be converted exceeds Company will use its best efforts to register the aggregate maximum number of shares it can based on the remaining balance of Common Stock then registered, authorized shares and will use its best efforts to increase the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, its authorized shares as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)soon as reasonably practicable.

Mandatory Registration. (a) Registration is mandatory : At any time from and after the earliest of (i) On one hundred eighty (180) days after the Closing Date (as defined in the Merger Agreement); (ii) the first date upon which the Company is eligible to register securities for reoffer and resale using a Registration Statement on Form S-3; and (iii) the date upon which the Hxxxx Employment Agreement (as defined in the Merger Agreement) is terminated by the Company without “Cause” or prior by Dxxxxx X. Xxxxx for “Good Reason” (as those terms are defined in the Hxxxx Employment Agreement), and for so long as the Shareholders or their respective transferees own beneficially or of record any Registrable Securities, the Company shall, upon the written request (hereinafter a “notice”) of a holder or holders of a majority of the then outstanding Registrable Securities, and subject to the issuance covenants, terms and conditions of Section 2(b) below, prepare and file a Registration Statement on Form S-1 or Form S-3, as the case may be, under the Securities Act, pursuant to Rule 415 under the Securities Act, covering the resale from time to time, of all of the Debentures shares of Registrable Securities held by such requesting holder or holders and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable thereafter; provided, further, that in the event that additional Registrable Securities are issued after the Closing Date (as defined in the Merger Agreement), the Company shall, upon the written request of a holder of Registrable Securities, subject to the covenants, terms and conditions of Section 2(b) below, prepare and file with the Commission such additional Registration Statements as may be necessary to cover the resale from time to time of any such additional Registrable Securities; provided, further, that the Company may, by notice to the requesting holder or holders, as the case may be, delay such requested registrations for the Maximum Delay Period if and for so long as the Delay Conditions exist. The Registration Statement shall contain the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall not be obligated pursuant to this Section 2 to effectuate more than one (1) registration for the Line benefit of Credit the holders of Registrable Securities, except as provided for in this Section 2(a) with respect to additional Registrable Securities issued after the Closing Date (as defined in the Merger Agreement). In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall have caused a Registration Statement covering register the resale of the Registrable Securities issuable upon the conversion on another such other available form of the Debentures to be declared effective and the Company shall cause the Registration Statement reasonably acceptable to remain effective until all of the Registrable Securities have been soldrequesting holder or holders. The Registration Statement shall cover Notwithstanding anything to the contrary contained herein, no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC.request may be made under this Section 1.2: (iii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 within one hundred eighty (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30180) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt effective date of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant covering a primary underwritten public offering of securities of the Company under the Securities Act with an aggregate offering price (before underwriting commissions and expenses) of at least Ten Million Dollars ($10,000,000); provided that such offering was made in accordance with Section 6(a) below, or (ii) during the period starting with the date sixty (60) days prior to the preceding sentenceCompany’s estimated date of filing of, if and ending on the date one hundred (180) days immediately following the effective date of any Registration Statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable best efforts to cause such Registration Statement has not been declared to become effective but and that the Commission at Company’s estimate of the time, to register additional shares date of Common Stock into which the Debentures as provided above may be converted, or (b) if filing such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stockis made in good faith. (b) In Immediately following receipt of any notice pursuant to Section 2(a), the event that Company shall promptly notify all holders of Registrable Securities from whom such notice has not been received and, as soon thereafter as practicable, shall file a Registration Statement with the Commission and use all reasonable best efforts to have such Registration Statement declared effective under the Securities Act as soon as practicable, so as to permit the public sale in accordance with the method of disposition specified in such notice from requesting holders (such method of disposition shall be as requested by such holder or holders of a majority of Registrable Securities included in such notices received by the Company) of the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within twenty (20) days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, subject to the covenants, terms and conditions of Section 6 below, the Company shall designate the managing underwriter of such offering, following consultation and subject to the approval of the holders of Registrable Securities from whom notice has been received, which approval shall not be unreasonably withheld or delayed. All holders of Registrable Securities providing notice to the Company pursuant to the foregoing, must participate in such underwriting. The Company’s registration obligation hereunder shall be deemed satisfied only when a Registration Statement(s) covering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall use all reasonable best efforts: (i) to keep the Registration Statement continuously effective in order to permit the Prospectus to be usable by holders for resales of Registrable Securities until the earlier of (A) the sale under the Registration Statement of all the Registrable Securities registered thereunder and (B) all of the securities ceasing to be Restricted Securities (such period being referred to in Section 2.01 herein as the “Effectiveness Period”); and (aii) (i) does after the Effective Time and during the Effectiveness Period, promptly upon the request of any holder of Registrable Securities that is not cover then an Electing Holder, to take any action reasonably necessary to enable such holder to use the requisite number Prospectus for resales of Registrable Securities, including without limitation any action necessary to identify such holder as provided a selling securityholder in Section 2.01 (a) (i)the Registration Statement; provided, then however, that nothing in this subparagraph shall relieve such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount"in accordance with Section 3(a) for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)hereof.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance date which is twenty-one (21) days after the date of the Debentures pursuant Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement as is then available to effect a registration of the Registrable Securities, subject to the Line consent of Credit Agreementthe Initial Investors, the Company shall have caused a Registration Statement which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which registration statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such registration statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Debentures to be declared effective Preferred Stock and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that initially included in the Registration Statement does not at any time cover shall be no less than two (2) times the requisite number of Registrable SecuritiesConversion Shares, as provided in 2.01 (a) (i)plus the number of Warrant Shares, that are then issuable upon conversion of the Company shall prepare Preferred Stock and file with the Commissionexercise of the Warrants, no later than thirty (30) days after such datewithout regard to any limitation on the Investor's ability to convert the Preferred Stock or exercise the Warrants; provided, a Registration Statement covering however, that the number of shares of Common Stock, as provided initially included in 2.01 (a) (i)the Registration Statement shall not exceed 2,153,344. If at any time The Company acknowledges that the number of shares to be initially included in the Registration Statement will represent a good faith estimate of Common Stock into which the Debentures may be converted exceeds the aggregate maximum number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent issuable upon conversion of the principal amount Preferred Stock and exercise of the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit AgreementAs soon as practicable, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover but in any event no less later than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesMay 28, as provided in 2.01 (a) (i)2004, the Company shall prepare and file with the CommissionSecurities and Exchange Commission (the "COMMISSION") a registration statement on Form SB-2 or other applicable form as determined by the Company (the "REGISTRATION STATEMENT") for the purpose of registering the sale of the Shares by Warrantholder from time to time on the facilities of any securities exchange or trading system on which the Common Stock is then traded or in privately-negotiated transactions, no later than thirty (30) days after such date, a which Registration Statement covering shall contain all material information required to be set forth therein and all material information disclosed to Warrantholder. For purposes of this Section 9, the number term "SHARES" shall include any other securities of shares of Common Stockthe Company issued in exchange for the Shares, as provided a dividend on the Shares, or in 2.01 (a) (i)connection with a stock split or other reorganization transaction affecting the Shares. If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the The Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend shall use its commercially reasonable efforts to cause the Registration Statement filed by to become effective under the Company pursuant Securities Act as soon as practicable, and in any event on or prior to the preceding sentenceAugust 30, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock2004. (b) In The Company shall prepare and file with the event that Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement or the obligation of Warrantholder to purchase the Shares pursuant to this Agreement has been terminated, on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by Warrantholder may be sold within a three month period under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by Warrantholder may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any, representing such Shares (the period between the Registration Date (as defined below) and the earliest of such dates is referred to in herein as the "REGISTRATION PERIOD"). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 2.01 9.1 shall automatically terminate. (c) The Company shall not be obligated to prepare and file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event. A "BLACKOUT EVENT" means any of the following: (a) (i) does the possession by the Company of material information that is not cover the requisite number of Registrable Securitiesripe for disclosure in a registration statement or prospectus, as provided determined in Section 2.01 (a) (i), then good faith by the Chief Executive Officer or the Board of Directors of the Company shall pay to the Investor an amount equal to two 2% percent or that disclosure of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date such information in the Registration Statement is declared effective or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Commission (Company which would, in the "2.01 (a)good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Notwithstanding the foregoing, no Blackout Event shall continue for any period in excess of 30 days and there may be no more than one Blackout Period in any 180 day period.

Mandatory Registration. (a1) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and, as expeditiously as possible, but in no event later than the date which is 180 days after the Closing Date, file with the SEC a Registration Statement covering which covers the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the (A) a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the Buyer upon the conversion of all outstanding Debentures based upon the Bid Preferred Shares, and one quarter-year of accrued and unpaid dividends on the Preferred Shares at the rate specified in the Certificate of Designations, determined at the Conversion Price of which is applicable on the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that day the Registration Statement is filed with the SEC and (B) the number of Warrant Shares issuable upon exercise of the Warrant, and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. Notwithstanding the foregoing, if for any reason the SEC does not permit all of the Registrable Securities to be included in such Registration Statement to be sold by selling stockholders at any time cover prices that are “at the requisite number of Registrable Securitiesmarket”, as provided in 2.01 (a) (i), then the Company shall prepare and file with the CommissionSEC a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as possible, but in no event later than thirty the date which is 45 days after the date on which the SEC shall indicate as being the first date such filing may be made. (302) Prior to the SEC Effective Date, and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment, inclusive of the Registration Statement on Form SB-2 of the Company currently on file, which the Company is required to file, or as to which the Company is required to request acceleration, pursuant to any obligation in effect on the date of execution and delivery of this Agreement or a transaction permitted under Section 5(i)(c). (3) If a Registration Event occurs, then the Company will make payments to the Buyer as partial liquidated damages for the minimum amount of damages to the Buyer by reason thereof, and not as a penalty, at the rate of 2% per month of the Purchase Price paid by the Buyer pursuant to this Agreement (excluding the Purchase Price with respect to Shares already sold or which may be sold pursuant to Rule 144(k), for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such datetermination. Such payments shall be in partial compensation to the Buyer, a and shall not constitute the Buyer’s exclusive remedy for such events. The Registration Statement covering Default Period shall terminate upon (u) the number filing of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by in the Company case of clause (i) of the definition of “Registration Event”; (v) the SEC Effective Date in the case of clause (ii) of the definition of “Registration Event”; (w) the ability of the Buyer to effect sales pursuant to the preceding sentence, if such Registration Statement has not been declared effective but in the Commission case of clause (iii) of the definition of “Registration Event”; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (iv) of the definition of “Registration Event”; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of “Registration Event”; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of “Registration Event”, the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the timetime no other Registration Event is continuing. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages hereunder shall cease when the Buyer no longer holds the Preferred Shares, to register additional shares of Common Stock into which the Debentures as provided above may be converted, Warrant or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare, and not later than January 29, 1999, file with the SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor or its assignees of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock issuable upon at least equal to the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Initial Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) Amount. If (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be less than the then applicable Registration Amount or (ii) the Second Tranche Shares and the Aura Repricing Shares issuable upon exercise of the Second Tranche Repricing Rights are not permitted to be included in the initial Registration Statement filed pursuant to this Section 2(a), then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Debentures may be converted exceeds Registration Statement filed pursuant to the aggregate first sentence of this Section 2(a)), covering such number of shares of Common Stock then at least equal to the difference between the Registration Amount and the number of shares previously registered, the Company shall, within thirty (30) days after receipt . For all purposes of a written notice from the Investor, either (a) amend this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to this Section 2(a). No securities other than the Registrable Securities and the securities registrable pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Other Registration Rights Agreements may be included in any Registration Statement is declared effective by the Commission (the "2.01 (a)filed pursuant to this Agreement.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) calendar days after such datethe Due Date, a Registration Statement covering the a sufficient number of shares of Common StockStock for the Initial Investors into which the Warrants would be exercised and the $1,119,600 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Due Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as provided permissible under the Securities Act. Such Registration Statement shall state that, in 2.01 (a) (iaccordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debentures Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Debenture(s) may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on such form as is applicable to register such additional the shares of Common Stock. (b) In Stock into which the event Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered which new Registration Statement referred to in Section 2.01 (a) (i) does not cover shall be filed within 45 days. The above damages shall continue until the requisite number of Registrable Securitiesobligation is fulfilled and shall be paid within 5 business days after each 30 day period, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter thereof, until the date the Registration Statement is declared effective by filed. Failure of the Commission Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the "2.01 (a)Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) calendar days after such datethe Due Date, a Registration Statement covering the a sufficient number of shares of Common StockStock for the Initial Investors into which the Warrants would be exercised and the $550,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Due Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as provided permissible under the Securities Act. Such Registration Statement shall state that, in 2.01 (a) (i)accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends. If at any time the number of shares of Common Stock into which the Debentures Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Debenture(s) may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on such form as is applicable to register such additional the shares of Common Stock. (b) In Stock into which the event Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered which new Registration Statement referred to in Section 2.01 (a) (i) does not cover shall be filed within 45 days. The above damages shall continue until the requisite number of Registrable Securitiesobligation is fulfilled and shall be paid within 5 business days after each 30 day period, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter thereof, until the date the Registration Statement is declared effective by filed. Failure of the Commission Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the "2.01 (a)Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit AgreementPromptly, but no later than thirty days after, the Company shall have caused a Registration Statement covering Closing Date (the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i“Filing Deadline”), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject, in the case of clause (ii) above, to the Majority Common Investors’ prior written consent), covering the resale of the Registrable Securities in an amount at least equal to the Warrant Shares (the “Initial Registration Statement”). The Initial Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of additional shares of Common Stock into which resulting from stock splits, stock dividends, similar transactions or other adjustments provided for in the Debentures may be converted exceeds Warrant with respect to the aggregate number of Registrable Securities. The Initial Registration Statement shall not include any shares of Common Stock then registeredor other securities for the account of any other holder without the prior written consent of the Majority Common Investors. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 2.4(a)(iii) to the Common Investors and their counsel prior to its filing or other submission. (b) At such time as additional shares of Common Stock (“Additional Shares”) become issuable upon the exercise of the Warrant (whether due to an adjustment under the Warrant or otherwise), the Company shall, within thirty (30) days after receipt of a written notice from shall prepare and file with the Investor, either (a) SEC one or more Registration Statements on Form S-3 or amend the any Registration Statement filed by the Company pursuant to the preceding sentenceSection 2.1(a), if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) such other form of registration statement as is then available to effect a registration for resale of such Additional Shares, subject, in the case of clause (ii) above, to the Majority Common Investors’ prior written consent) covering the resale of the Additional Shares, but only to the Commission extent the Additional Shares are not at the timetime covered by an effective Registration Statement. Such Registration Statement also shall cover, to register the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock into which resulting from stock splits, stock dividends or similar transactions with respect to the Debentures as provided above may be converted, or (b) if such Additional Shares. Such Registration Statement has been declared effective shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Majority Common Investors. (c) Notwithstanding the registration obligations set forth in this Section 2.1, in the event that the SEC informs the Company that all of the Registrable Securities may not, as a result of the application of Rule 415 or any other applicable securities law, rule or regulation, be registered for resale as a secondary offering on a single registration statement, the Company agrees to (i) promptly inform each of the Common Investors thereof, and (ii) use all best efforts to promptly file amendments to the Initial Registration Statement as required by the Commission at and/or (iii) promptly withdraw the Initial Registration Statement and promptly file a new registration statement (a “New Registration Statement”), in either case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that timeprior to filing such amendment or New Registration Statement, file the Company shall be obligated to use all reasonable best efforts to advocate with the Commission an additional Registration Statement to register such additional shares SEC for the registration of Common Stock. (b) all of the Registrable Securities in accordance with the SEC Guidance, including the Manual of Publicly Available Telephone Interpretations D.29. In the event that the Company amends the Initial Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securitiesor files a New Registration Statement, as provided in Section 2.01 the case may be, under clauses (aii) or (i)iii) above, then the Company shall pay will use all reasonable best efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Investor an amount equal Company or to two 2% percent registrants of the principal amount and the accrued interest securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Debentures Initial Registration Statement, as amended, or the New Registration Statement (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the “Remainder Registration Statement is declared effective by the Commission (the "2.01 (aStatements”).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) days after such datefollowing the initial Closing Date under the Stock Purchase Agreement, and the issuance of the Additional Warrants, if issued, either a Registration Statement covering on Form S-3 registering for resale by the Investor a sufficient number of shares of Common StockStock for the Initial Investors (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as provided may become issuable upon conversion of the Preferred Stock and the Exercise of the Warrants resulting from adjustment in 2.01 (a) (ithe Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted or the Warrants or Additional Warrants, if issued, are exercisable, exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty fifteen (3015) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may be converted, or the Warrants or Additional Warrants if issued are exercisable, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common Stock. (b) In Stock into which the event preferred Stock may be converted, or the Warrants or Additional Warrants, if issued, are exercisable, that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securitiesshares of Common Stock already registered. If the state of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, as provided in Section 2.01 (a) (i)the view of the staff, such registration would constitute a primary offering the Company, then the Company shall pay have an additional sixty (60) days in which to the Investor an amount equal amend such registration statement to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)another available form.

Mandatory Registration. (a) The Company shall use commercially reasonable efforts to (i) prepare, and, (ii) on or prior to the date that is three hundred (300) calendar days after the Effective Date, file with the SEC a Registration is mandatory Statement on Form S-1 (the “Mandatory Registration”); provided, that, subject to the limitations set forth in Section 2(b), a portion of the shares of Common Stock covered by such Registration Statement may cover the resale of Registrable Securities; provided, further, that the Company shall not be required to file such Registration Statement if (A) the conditions to the Required Merger Transactions (other than the effectiveness of the Registration Statement) have not been fulfilled; or (B) the board of directors of the Company determines, in the good faith exercise of its business judgment, that market conditions are not conducive to meeting the Company’s valuation expectations. (b) Prior to the commencement of the road show related to the Mandatory Registration, the Company shall provide each Investor with written notice (the “Registration Notice”) of the anticipated price range per share in the offering, the low price in such range being referred to herein as the “Floor.” Within seven (7) calendar days after the date of the Registration Notice, each Investor may deliver to the Company written notice (the “Sale Notice”) of the percentage of such Investor’s Registrable Securities that such Investor wishes to sell in the Mandatory Registration, subject to the limitations set forth below. Any Investor that does not timely deliver a Sale Notice shall be deemed to have waived its right to sell Registrable Securities in the Mandatory Registration. The aggregate number of Registrable Securities that may be included in the Mandatory Registration shall be subject to the following limitations: (i) On or prior Subject to the issuance Section 2(b)(iii), with respect to each Investor, such Investor may include no more than 40% of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the such Investor’s Registrable Securities issuable upon in the conversion of the Debentures to Mandatory Registration; provided, that for each Xxxxxx Investor, such limitation shall be declared effective and the Company 25%; provided, further, that for each Management Investor, such limitation shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SECbe 10%. (ii) In If the event that aggregate number of Registrable Securities to be included in the Mandatory Registration exceeds the product of 0.17, multiplied by the sum of (A) all shares of Common Stock other than Registrable Securities to be registered pursuant to the Registration Statement, plus (B) all shares of Registrable Securities (including Registrable Securities to be registered pursuant to the Registration Statement) (such product being the “Control Cap”), then the aggregate number of Registrable Securities included in the Mandatory Registration shall be reduced by such excess pro rata among the respective selling Investors on the basis of the number of Registrable Securities requested to be sold by each such Investor. The Company shall provide written notice to the selling Investors of any such reduction. (iii) If the aggregate number of Registrable Securities to be included in the Registration Statement does is less than the Control Cap, then the Xxxxxx Investors shall have the right, but not at any time cover the requisite number obligation, to increase the percentage of the Xxxxxx Investors’ Registrable SecuritiesSecurities to be include in the Mandatory Registration, as provided up to the amount of the available shortfall. (iv) If the proposed offering price in 2.01 (a) (i)the Mandatory Registration is lower than the Floor and the Company has decided to proceed with the Mandatory Registration, the Company shall prepare and file provide each selling Investor with written notice (the “Floor Notice”) of the proposed offering price range. Within seven (7) calendar days after the date of the Floor Notice, notwithstanding any Sale Notice previously delivered by such selling Investor, each such selling Investor may deliver to the Company written notice (the “Withdrawal Notice”) of such selling Investor’s desire to withdraw from participation in the Mandatory Registration. Any selling Investor that does not timely deliver a Withdrawal Notice shall be deemed to have waived its right to withdraw from participation in the Mandatory Registration. Following its receipt of any Withdrawal Notices, the Company shall comply with the Commissionprovisions of Section 2(b)(iii) if applicable. (c) If the managing underwriters of the Mandatory Registration advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering and within a price range acceptable to the Company, no later than thirty the Company shall include in such registration (30i) days after first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such dateregistration pro rata among the selling Investors on the basis of the number of Registrable Securities proposed to be sold by each such Investor, a Registration Statement covering and (iii) third, the other securities, if any, requested to be included in such registration not covered by clauses (i) or (ii) of this Section 2(c) pro rata among the holders of such securities on the basis of the number of shares of Common Stock, requested to be registered by such holders or as provided such holders may otherwise agree in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stockwriting. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. Within fifteen (a15) Registration is mandatory : (i) On or prior to the issuance days of the Debentures pursuant to Company filing its Form 10K for 2005, but in no event later than October 15, 2005 (the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i"Filing Deadline"), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, SEC a Registration Statement or Registration Statements (as is necessary) on Form SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale an amount of shares of Common Stock which would be issuable on the date preceding the filing of the Registration Statement based on the Fixed Conversion Price (as defined in the Debenture Agreement) of the Company’s Common Stock on such date and the amount reasonably calculated that represents the number of shares issuable pursuant to the terms of the Offering, including those Shares underlying the Warrant Agreement. The total amount of Shares shall be both 1) the amount specified in the Warrant Agreement and 2) the Face Amount of the Debenture divided by the Fixed Conversion Price. For example, if the Fixed Conversion Price is one dollar (1.00) per share, the amount of Shares to be registered will be one million five hundred thousand (1,500,000) shares. (1,500,000/1.00). In the event the Company cannot register sufficient shares of Common Stock, as provided in 2.01 (a) (i). If at any time due to the remaining number of authorized shares of Common Stock into which being insufficient, the Debentures may be converted exceeds Company will use its best efforts to register the aggregate maximum number of shares it can based on the remaining balance of Common Stock then registered, authorized shares and will use its best efforts to increase the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, its authorized shares as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)soon as reasonably practicable.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a) Payment"). The 2.01 (a) Payment shall be paid in immediately available funds with three (3) business days after the end of each month. If the Investor elects to have the 2.01 (a) Payment paid in shares of Common Stock, then such amount may be converted into shares of Common Stock in accordance with the terms of the Debentures.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the Registrable Securities issuable upon the conversion sum of the Debentures (x) a number of shares of Common Stock equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the Common Stock upon the date of the initial filing with the SEC. SEC Filing Date PLUS (iiy) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Common Stock, as provided in 2.01 (aSection 10(a) (iof the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of Common Stockany selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month Form S-4 or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC on or before April 30, no later than thirty 2000 (30the "SEC Filing Date") days after such date, a Registration Statement covering on Form S-3 or, if Form S-3 is not available, on another appropriate form reasonably acceptable to the Investors, which covers the resale of a number of shares of Common StockStock equal to at least the number of Registrable Securities issuable to each Holder upon conversion of the Shares and exercise of the Warrants, determined as provided if the Shares were converted in 2.01 full (abased on an $5.75 per share conversion price) (i)and the Warrants were exercised in full on the first anniversary of the Closing Date. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 6.2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Shares and unexercised Warrants, then registeredpromptly, but in no event later than 60 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3, within thirty or another appropriate form (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 6.2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 6.2(a), and the preceding sentence, if Company and the Holders shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred statement required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 6.2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior The Company shall cause Company Counsel to prepare and file with the SEC, 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"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) one hundred fifty percent (150%) of the sum of (i) the number of Purchased Shares, (ii) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date) and (y) one hundred percent (100%) of the Debentures pursuant number of Option Shares, if any, purchased prior the initial filing of the Registration Statement. Unless otherwise specifically agreed to in writing in advance by the Initial Investor (including as provided in this Agreement), the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Line Finder in connection with the transactions contemplated by the Transaction Agreements, and (3) such shares of Credit Agreementthe Company's Common Stock as set forth on Schedule 10 attached hereto (whether such shares are held by the shareholders listed on said Schedule 10 or their respective transferees), 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 to prevent dilution resulting from stock splits, or stock dividends. (ii) The Company shall have caused a and Company Counsel will use their reasonable best efforts to cause such Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and on a date (the Company shall cause "Initial Required Effective Date") which is no later than the Registration Statement to remain earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective until all of or (Z) one hundred twenty (120) days after the Registrable Securities have been sold. The Registration Statement shall cover no less than Closing Date. (iii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock issuable upon represented by the conversion Registrable Securities issued or to be issued as contemplated by the Transaction Agreements, exceeds ninety percent (90%) of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registeredregistered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)either

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) calendar days after such datethe Due Date, a Registration Statement covering the a sufficient number of shares of Common StockStock for the Initial Investors into which the Warrants would be exercised and the $11,110,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Due Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as provided permissible under the Securities Act. Such Registration Statement shall state that, in 2.01 (a) (i)accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends. If at any time the number of shares of Common Stock into which the Debentures Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Debenture(s) may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on such form as is applicable to register such additional the shares of Common Stock. (b) In Stock into which the event Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered which new Registration Statement referred to in Section 2.01 (a) (i) does not cover shall be filed within 45 days. The above damages shall continue until the requisite number of Registrable Securitiesobligation is fulfilled and shall be paid within 5 business days after each 30 day period, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter thereof, until the date the Registration Statement is declared effective by filed. Failure of the Commission Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the "2.01 (a)Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to January 29, 1999, file with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering least equal to the number of shares Warrant Shares (determined without regard to the limitations on beneficial ownership contained in Section 1.1(b) of Common Stock, as provided in 2.01 (a) (ithe Warrants). If at any time the number of shares of Common Stock into included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Debentures may be converted exceeds Registration Statement filed pursuant to the aggregate first sentence of this Section 2(a)), covering such number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt as shall be sufficient to permit such conversion and exercise. For all purposes of a written notice from the Investor, either (a) amend this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement has as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not been declared effective but include securities to be sold for the Commission at account of any selling security holder other than (i) the timeInvestors and the holder of the other Warrants issued pursuant to the Letter Agreement, (ii) holders of warrants to register additional purchase 10,000 shares of Common Stock into which to be initially issued to an investment banking firm or its designees, (iii) the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective investors contemplated by the Commission at that time, file registration rights agreements entered ino by the Company in connection with the Commission an additional Registration Statement to register such additional Subscription Agreements and (iv) 60,000 shares of Common StockStock to be issued in connection with a software license agreement. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month Form S-4 or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. The Company will file a Registration Statement with the SEC registering the Registrable Securities for resale within one hundred (a100) days of the closing of the purchase of the Notes (the "Closing Date"). To the extent allowable under the 1933 Act, the Registration is mandatory : Statement shall include the Common Shares and such indeterminate number of additional shares of Common Stock as may become issuable in lieu of cash interest under any of the Notes and as may become issuable upon conversion of the Notes and exercise of the Warrants (i) On or prior to protect against dilution in accordance with the issuance terms of the Debentures pursuant to Notes and the Line Warrants, or (ii) by reason of Credit Agreement, changes in the Company shall have caused a Registration Statement covering the resale conversion price of the Registrable Securities issuable upon Notes or the conversion exercise price of the Debentures to be declared effective and Warrants in accordance with the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been soldterms thereof. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement on account of the Investors shall be no less than one and one half (1.5) times the number of Common Shares that are issuable upon the conversion of all outstanding Debentures based upon the Bid Price Notes and exercise of the Common Stock upon Warrants. The Company shall also have the date of the initial filing with the SEC. (ii) In the event that the right to register in such Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into if any, which the Debentures may be converted exceeds Company presently has a contractual obligation to register for UBS'93 (approximately 438,750 shares), to the aggregate number of shares of Common Stock then registered, extent that the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant is contractually obligated to the preceding sentence, if register such shares in such Registration Statement has not been declared effective but the Commission at the timeStatement, to register (b) additional shares of Common Stock into (approximately 31,250) which may be issued upon the exercise of warrants issued by the Company on the date hereof to four individuals at the request of Shoreline Pacific, and (c) shares of Common Stock, if any, which the Debentures as provided above may be convertedCompany is hereafter involuntarily ordered, or (b) if by a court of competent jurisdiction, in a non-appealable court order, to include in such Registration Statement (provided the Company has diligently attempted to prevent the issuance of such court order) and has diligently prosecuted an appeal, if permissible, of such court order. The Company shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable after filing and in any event on or before the earlier of the following two dates: (1) 187 days after the Company's registration statement relating to the Series B Convertible Preferred Stock (the "Series B Registration Statement"), the purchase of which closed on August 26, 1997, has been declared effective by the Commission at SEC or (2) May 24, 1998. Such periods may be extended by the number of days, not to exceed in the aggregate 90 days, that time, file with a permitted "blackout" is in effect under the Commission an additional Series B Registration Statement (the earliest date on which the Registration Statement is required to register such additional shares be declared effective under this Section 2(a) is the "Required Effective Date"). Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of Common Stock. (b) In the event SEC. Should the Company receive notification from the SEC that the Registration Statement referred to in Section 2.01 (a) (i) does not cover will receive no action or no review from the requisite number of Registrable SecuritiesSEC, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the cause such Registration Statement is to become effective within five (5) business days of such SEC notification; provided, however, that in no event will the Company be required to cause such Registration Statement to be declared effective prior to said 187 day period, as so permitted to be extended for such "blackout" periods. Once declared effective by the Commission (SEC, the "2.01 (a)Company shall cause such Registration Statement to remain effective throughout the Registration Period.

Mandatory Registration. The Company shall prepare, and within thirty ---------------------- (a30) Registration days after the Closing Date (as that term is mandatory : (i) On or prior to the issuance defined in Section 7 of the Debentures pursuant to Stock Purchase Agreement) file with the Line of Credit AgreementSEC, the Company shall have caused either a Registration Statement on Form S-3 covering at least an aggregate of 1,600,000 shares of Common Stock for the resale of Initial Investors (or such lesser number as may be required by the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover SEC, but in no event less than the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form S-3), or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and Rule 457 under the Securities Act it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of all outstanding Debentures based upon the Bid Price of Preferred Stock resulting from adjustment in the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesConversion Price, as provided in 2.01 (a) (i)or to prevent dilution resulting from stock splits, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (istock dividends or similar event). If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registeredcovered by the Registration Statement on Form S-3, referred to in the preceding sentence, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the such Registration Statement filed by the Company pursuant to the preceding sentenceStatement, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common Stock. (b) In Stock into which the event Preferred Stock may be converted that the exceed such number of shares of Common Stock already registered. The Initial Investor acknowledges that such Registration Statement referred will also cover additional shares required to in Section 2.01 (a) (i) does not cover be registered pursuant to an Amended and Restated Registration Rights Agreement among the requisite number Company, Atmel Corporation, ACMA Limited and National Semiconductor Corporation dated as of Registrable SecuritiesApril 28, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)1995.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance date which is sixty (60) days after the date of the Debentures pursuant to Closing under the Line of Credit AgreementSecurities Purchase Agreement (the "Closing Date"), file with the Company shall have caused SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Investor, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Debentures to be declared effective Preferred Stock and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of the number of Conversion Shares and Warrant Shares that are then issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Stock and the exercise of the Common Warrants, without regard to any limitation on the Investor's ability to convert the Preferred Stock upon or exercise the date of the initial filing with the SEC. (ii) In the event Warrants. The Company acknowledges that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent issuable upon conversion of the principal amount Preferred Stock and exercise of the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. The Company shall prepare, and, on or ---------------------- after the tenth (a10/th/) Registration is mandatory : Business Day (ias defined in the Redemption and Exchange Agreement) On or prior to following the issuance date of the Debentures filing of the Announcing Form 8-K (as defined in Section 4(f) of the Redemption and Exchange Agreement) pursuant to Section 4(f) of the Line Redemption and Exchange Agreement, but in no event later than the twentieth (20/th/) Business Day following the date of Credit Agreementsuch filing (the "Filing Deadline"), file with the SEC the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall have caused use such other form as is available for such a Registration Statement covering registration, subject to the resale provisions of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been soldSection 2(d). The Registration Statement prepared pursuant hereto shall cover no less than the register for resale at least that number of shares of Common Stock issuable upon equal to the conversion sum of all outstanding Debentures based upon (i) the Bid Price of Registrable Securities relating to the Common Stock upon the date of the initial filing with the SEC. Shares, (ii) In the event that product of (w) 1.25 and (x) the Registration Statement does not at any time cover Registrable Securities relating to the requisite number Series B Preferred Shares, (iii) the product of (y) 1.25 and (z) the Registrable SecuritiesSecurities relating to the Series C Preferred Shares and (iv) the Registrable Securities relating to the Series D Preferred Shares, in each case, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until trading day immediately preceding the date the Registration Statement is initially filed with the SEC (as if the closing of the transactions contemplated by the Redemption and Exchange Agreement occurred on such date), subject to adjustment as provided in Section 2(e). The Company shall use its best efforts to have the Registration Statement declared effective by the Commission SEC as soon as practicable, but in no event later than the date which is 60 days after the Closing Date (as defined in the Redemption and Exchange Agreement) (the "2.01 (aEffectiveness Deadline").

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, If the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial is late in filing with the SEC. any SEC periodic report (iiafter taking into consideration any permitted extensions) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later for more than thirty (30) days after such dateduring the first twelve months following the Closing Date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 then within twenty (a20) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registeredbusiness days thereafter, the Company shallwill prepare and file with the SEC a registration statement on Form S-3, or if the Company is ineligible to use Form S-3, then within thirty (30) business days after receipt thereafter, the Company will prepare and file with the SEC a registration statement on Form S-1 (or successor forms), for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investor as the selling stockholder thereunder (the "Registration Statement"). The Registration Statement shall permit the Investor to offer and sell, on a written notice from delayed or continuous basis pursuant to Rule 415 under the InvestorSecurities Act, either (a) amend any or all of the Registrable Shares. The Company agrees to use its commercially reasonable efforts to cause the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared become effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stocksoon as practicable. (b) In the event that The Company shall be required to keep the Registration Statement effective until such date that is the earlier of (such date is referred to in Section 2.01 (aherein as the "Mandatory Registration Termination Date") (i) does not cover the requisite number date as of which the Investor may sell all of the Registrable SecuritiesShares without restriction (including without any requirement concerning the availability of adequate current public information concerning the Company) pursuant to Rule 144 assuming a cashless exercise of the Warrant or (ii) the date when all of the Registrable Shares registered thereunder shall have been sold. Thereafter, as provided in Section 2.01 (a) (i), then the Company shall pay be entitled to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date withdraw the Registration Statement is declared effective by and the Commission Investor shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (the "2.01 (aor any prospectus relating thereto).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) days after such datefollowing the Closing Date under the Stock Purchase Agreement, a Registration Statement covering the on Form SB-2, or other applicable form, registering for resale a sufficient number of shares of Common StockStock by the Initial Investor (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form SB-2 or other applicable form, and such 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 provided may become issuable upon conversion of the Preferred Stock resulting from adjustment in 2.01 (a) (ithe Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends). Such Registration Statement shall also provide for offering of the securities on a continuous basis in accordance with Rule 415. If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty fifteen (3015) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form SB-2, or other applicable form, to register such additional the shares of Common Stock. (b) In Stock into which the event Preferred Stock may be converted that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securitiesshares of Common Stock already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, as provided in Section 2.01 (a) (i)the view of the staff, such registration would constitute a primary offering the Company, then the Company shall pay have an additional sixty (60) days in which to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the amend such Registration Statement is declared effective by the Commission (the "2.01 (a)to another available form.

Mandatory Registration. (a) Registration is mandatory :Except as described in sections 2.1(b), 2.1(c) and 2.1(d): (i) On The Company shall prepare and file with the SEC on or prior before May 7, 2002 (the “Filing Deadline”) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to the issuance effect a registration of all Registrable Securities, subject to consent of the Debentures pursuant to Investors holding at least a majority of the Line Registrable Securities) for the purpose of Credit Agreement, registering under the Company shall have caused a Registration Statement covering the resale Securities Act all of the Registrable Securities issuable upon for resale by, and for the conversion of account of, the Debentures to be declared effective and Holders as selling stockholders thereunder (the “Registration Statement”). The Company shall use best efforts to cause the Registration Statement to remain become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all of the Registrable Securities have been sold(A) are sold and (B) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the “Registration Withdrawal Date”. (ii) If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall cover no less than issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Registration Warrant”)), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price on exercise of the Common Stock upon the date of the initial filing with the SECWarrants issued to that Holder. (iiiii) In At the event end of each thirty (30) day period (or a portion thereof) after May 7, 2002, that the Registration Statement does has not at any time cover been filed with the requisite number of Registrable Securities, as provided in 2.01 (a) (i)SEC, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, issue to each Holder a Registration Statement covering the Warrant to acquire that number of shares of Common Stock, as provided in 2.01 Stock equal to (aA) ten percent (i). If at any time 10%) of the number of shares of Common Stock into issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, days during such thirty-day period before the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend date on which the Registration Statement was filed by with the Company pursuant to SEC and the preceding sentence, if such denominator of which is thirty. (iv) If the Registration Statement has not been declared effective but by the Commission at SEC on or before June 21, 2002, the time, Company shall issue to register additional each Holder a Registration Warrant to acquire that number of shares of Common Stock into which equal to ten percent (10%) of the Debentures as provided above may be convertednumber of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after June 21, or (b) if such 2002, that the Registration Statement has not been declared effective by the Commission at SEC, the Company shall issue to each Holder a Registration Warrant to acquire that time, file with the Commission an additional Registration Statement to register such additional number of shares of Common Stock. Stock equal to (bA) In ten percent (10%) of the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of Common Stock issuable on exercise of the principal amount and Warrants issued to that Holder, multiplied by (B) a fraction, the accrued interest on numerator of which is the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the Commission SEC and the denominator of which is thirty. (b) Notwithstanding anything contained in section 2.1(a) to the contrary, with respect to Second Addendum Registrable Securities: (i) The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Second Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Second Addendum Registrable Securities) or (B) an amendment to the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the Second Addendum Registrable Securities for resale by, and for the account of, the Holders of Second Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Registration Statement, as the case may be, is referred to herein as the “Second Registration Statement”). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Second Addendum Registrable Securities are sold and can be sold by all the Holders of Second Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. (ii) If the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall issue to each Holder of Second Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Second Registration Warrant”)), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (iii) At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. (iv) If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty. (c) Notwithstanding anything contained in section 2.1(a) or 2.1(b) to the contrary, with respect to Third Addendum Registrable Securities: (i) The Company shall prepare and file with the SEC not later than the earlier of August 16, 2002, and one week after each of the Registration Statement and Second Registration Statement is declared effective by the SEC (the "2.01 “Required Filing Date”), (aA) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Third Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Third Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a) or the Second Registration Statement described in section 2.1(b), for the purpose of registering under the Securities Act all of the Third Addendum Registrable Securities for resale by, and for the account of, the Holders of Third Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the “Third Registration Statement”). The Company shall use best efforts to cause the Third Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Third Addendum Registrable Securities are sold and can be sold by all the Holders of Third Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. (ii) If the Company has not filed the Third Registration Statement with the SEC on or before the Required Filing Date, the Company shall issue to each Holder of Third Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Third Registration Warrant”)), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. (iii) At the end of each thirty (30) day period (or a portion thereof) after the Required Filing Date that the Third Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement was filed with the SEC and the denominator of which is thirty. (iv) If the Third Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the “Required Effective Date”), the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after the Required Effective Date that the Third Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement is declared effective by the SEC and the denominator of which is thirty. (d) Notwithstanding anything contained in section 2.1(a), 2.1(b) or 2.1(c) to the contrary, with respect to Fourth Addendum Registrable Securities: (i) The Company shall prepare and file with the SEC not later than the earlier of five business days after the Closing Date and three business days after each of the Registration Statement, the Second Registration Statement and Third Registration Statement is declared effective by the SEC (the “Fourth Addendum Required Filing Date”), (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Fourth Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Fourth Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a), the Second Registration Statement described in section 2.1(b) or the Third Registration Statement described in section 2.1(c), for the purpose of registering under the Securities Act all of the Fourth Addendum Registrable Securities for resale by, and for the account of, the Holders of Fourth Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the “Fourth Registration Statement”). The Company shall use best efforts to cause the Fourth Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Fourth Addendum Registrable Securities are sold and can be sold by all the Holders of Fourth Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. (ii) If the Company has not filed the Fourth Registration Statement with the SEC on or before the Fourth Addendum Required Filing Date, the Company shall issue to each Holder of Fourth Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Fourth Registration Warrant”)), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. (iii) At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Filing Date that the Fourth Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement was filed with the SEC and the denominator of which is thirty. (iv) If the Fourth Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the “Fourth Addendum Required Effective Date”), the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Effective Date that the Fourth Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Purchaser and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the number resale of shares all of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shallRegistrable Securities, within thirty (30) days after receipt the first to occur of a (1) the issuance, sale, and delivery of $1,500,000 in original principal amount of Bridge Notes, or (2) the date the Company receives written notice from Sovereign Capital Advisors, LLC of termination of further offers of the InvestorBridge Notes (the "Filing Deadline"). The Registration Statement(s) shall state that, either (a) amend in accordance with Rule 416 promulgated under the Registration Statement filed by the Company pursuant to the preceding sentence1933 Act, if such Registration Statement has not been declared effective but the Commission at the time, to register Statement(s) also covers such indeterminate number of additional shares of Common Stock into which as may become issuable (i) upon conversion of the Debentures as provided above may be convertedSeries 1 Bridge Notes and exercise of the Purchaser Warrants to prevent dilution resulting from stock splits, stock dividends, or similar transactions, and (bii) if such by reason of the Repricing Warrants in accordance with the terms thereof. Such Registration Statement has been declared effective by the Commission shall initially register for resale at that time, file with the Commission an additional Registration Statement to register such additional least 1,316,025 shares of Common Stock. (b) In the event that the Registration Statement referred , comprised of 641,025 shares for Conversion Shares, 300,000 shares for Purchaser Warrant Shares, 75,000 shares for Placement Warrant Shares, and 300,000 shares of Common Stock to in Section 2.01 (a) (i) does not cover the requisite number Repricing Warrant Shares, all of Registrable Securities, which is subject to adjustment as provided in Section 2.01 (a) (i3(b), then and such registered shares of Common Stock shall be allocated among the Company shall pay Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the Investor an amount equal to two 2% percent resale of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement Registrable Securities is declared effective by the Commission SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the Filing Deadline (the "2.01 Registration Deadline"). The Company shall permit the registration statement to become effective within five (a5) business days after receipt of a "no review" notice from the SEC. Such Registration Statement shall be kept current and effective for a period of twelve (12) months from the Closing Date. If a Registration Statement with respect to the Common Stock is not effective on the Maturity Date (as such term is defined in the Series 1 Bridge Note), the Company agrees to and shall pay a cash penalty equal to two percent (2%) per month of the outstanding principal amount of the Series 1 Bridge Notes, payable monthly and pro-rated for partial months until the Registration Statement is effective.

Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the date of issuance of the Preferred Shares, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of the Investors holding a majority of the Registrable Securities (which consent will not be unreasonably withheld) and the provisions of Section 2(d)), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and the exercise and purchase of the New Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, and (ii) by reason of changes in the Conversion Rate of the Preferred Shares in accordance with the terms of the Securities Purchase Agreement and the Company's Articles of Incorporation as modified by the Certificate of Designations. Such Registration Statement shall initially register for resale at least ________ shares of Common Stock [the number equal to 150% of the shares (a) Registration is mandatory : (i) On or prior to the issuance issuable on conversion of the Debentures pursuant Preferred Shares assuming the Conversion Rate applicable as of the Closing Date, and (b) issuable on exercise of the Warrants assuming at the Exercise Prices as of the Closing Date], subject to adjustment as provided in Section 3(b). Such registered shares of Common Stock shall be allocated among the Line Investors pro rata based on the total number of Credit Agreement, the Company shall have caused Registrable Securities issued or issuable as of each date that a Registration Statement covering Statement, as amended, relating to the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (SEC. The Company shall use its best efforts to have the "2.01 (a)Registration Statement(s) declared effective by the SEC as soon as practicable, but in no event later than 120 days after the issuance of the Preferred Shares.

Mandatory Registration. Within twenty-one (a21) Registration is mandatory : (i) On or prior to days following the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i)Series B Convertible Preferred Stock, the Company shall prepare and file with the Securities and Exchange Commission ("Commission"), no later a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Placement Agent in order to comply with the provisions of the Securities Act so as to permit a resale of the shares of Common Stock underlying the Series B Convertible Preferred Stock ("Registrable Shares") by the holders ("Holders") for a consecutive period of two years or until the distribution described in the registration statement has been completed, whichever is shorter, provided that, for not more than thirty (30) consecutive Trading Days (or not more than sixty (60) consecutive Trading Days if the event giving rise thereto is an acquisition required to be reported in a Current Report on Form 8-K pursuant to Item 2 thereof) or for a total of not more than ninety (90) trading days after such datein any twelve (12) month period, a Registration Statement covering the number Company may delay the disclosure of shares material non-public information concerning the Company (as well as prospectus or registration statement updating) the disclosure of Common Stockwhich at the time is not, as provided in 2.01 the good faith opinion of the Company, in the best interests of the Company (a) an "Allowed Delay"); provided, further, that the Company shall promptly (i)) notify the undersigned in writing of the existence of (but in no event, without the prior written consent of the undersigned, shall the Company disclose to such undersigned any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise the undersigned in writing to cease all sales under such registration statement until the end of the Allowed Delay. If The Company shall use its best efforts to cause the registration statement to become effective at any time the number of earliest possible time. In the event the registration statement for the shares of Common Stock into which underlying the Debentures may be converted exceeds Series B Convertible Preferred Stock is not effective by the aggregate number date that is one hundred and twenty (120) days from the date of issuance of the Series B Convertible Preferred Stock, the Company shall issue shares of Common Stock then registered("Penalty Shares") to each Holder, for the Company shall, within consecutive thirty (30) days after receipt of a written notice from day period following the Investorone hundred and twenty (120) days, either equal to the number obtained by multiplying three percent (a3%) amend the Registration Statement filed by the Holder's initial subscription amount divided by the Initial Conversion Price (as defined in the Certificate of Designations) (such shares to be reduced pro rata for any period less than a full thirty (30) day period). In addition, for each consecutive thirty (30) day period beyond the initial one hundred and fifty (150) day period that the Registrable Shares are not the subject of an effective registration statement, the Company pursuant agrees to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register issue additional shares of Common Stock into which (also "Penalty Shares") to each Holder equal to the Debentures as provided above may be converted, or number obtained by multiplying five percent (b5%) if such Registration Statement has been declared effective by the Commission at that timeHolder's initial subscription amount divided by the Initial Conversion Price (such additional shares to be reduced pro rata for any period less than a full thirty (30) day period). In addition to the registration rights detailed above, within 270 days after the issuance of the Series B Convertible Preferred Stock, the Company shall prepare and file with the Commission an additional Registration Statement a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Placement Agent in order to register such additional comply with the provisions of the Securities Act so as to permit a resale of any shares of Common Stock. (b) In Stock issued to produce the event that Guaranteed Return specified in the Registration Statement referred Certificate of Designations and any Penalty Shares, such registration to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest be on the Debentures same terms as the Registrable Shares (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (aexcept no Penalty Shares shall be issued).

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the Registrable Securities sum of (x) the number of Common Shares plus (y) the number of Warrant Shares issuable upon the conversion exercise in full of the Debentures Class A Warrants plus (z) the number of Warrant Shares equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price exercise of the Common Stock upon Class B Warrants, determined as if the date First Adjustment Date (as defined in the Class B Warrants) occurred and the Class B Warrants were otherwise exercised in full for cash in accordance with the terms thereof on the Trading Day prior to the SEC Filing Date (in each case determined without regard to the limitations on beneficial ownership contained in Section 1.1(b) of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (iWarrants). If at any time the number of shares of Common Stock into included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 100% of the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Debentures may be converted exceeds Registration Statement filed pursuant to the aggregate first sentence of this Section 2(a)), covering such number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt as shall be sufficient to permit such exercise. For all purposes of a written notice from the Investor, either (a) amend this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of Common Stockany selling security holder other than the Investors and the investors contemplated by the Other Registration Rights Agreement. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans as in effect as of the date of this Agreement, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by the Company and outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering underwritten on a firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity which is engaged in a business similar to or related to the business of the Company, so long as in the case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Investor an amount equal promptly after adoption) determines that such issuance is fair to two 2% percent the holders of each class and series of capital stock of the principal amount Company and to the Investor in respect of its equity interest in the Company that is represented by the Shares and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare, and, on or before May 27, 1999 (the "FIRST FILING DATE"), and within 45 days after the Second Closing Date (as defined in the Securities Purchase Agreement) (the "SECOND CLOSING DATE") (each, a "CLOSING DATE") file with the SEC a Registration Statement covering the resale on Form S-3 (or, if Form S-3 is not then available, on such form of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement as is then available to remain effective until effect a registration of all of the Registrable Securities have been sold. The Registration Statement shall cover no less than issued at such Closing, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least that number of shares of Common Stock equal to 175% of the Registrable Securities issued or issuable upon conversion (without giving effect to any limitations on conversion contained in Article IV.C of the Statement of Designation) of the Preferred Stock and exercise of the Warrants (without giving effect to any limitations on exercise contained in Section 7 of the Warrants), calculated as of a mutually agreeable date within the five (5) trading days prior to the filing date for any Registration Statement. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of all outstanding Debentures based upon the Bid Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of reductions in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Preferred Stock, the terms which cause the Conversion Price to decrease to the extent the Closing Sale Price of the Common Stock upon decreases). The parties acknowledge that as of the date hereof the SEC's position is that Rule 416 doe not permit the registration of the initial filing with the SEC. securities described in clause (ii) In of the event preceding sentence, and that the Registration Statement does will not at any time cover state that it covers such securities unless the requisite number SEC changes its postion prior to the filing of the Registration Statement. The Registrable Securities, as provided Securities included in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the each Registration Statement filed by the Company pursuant hereunder shall be allocated to the preceding sentence, if such Investors as set forth in Section 11(k) hereof. Each Registration Statement has not been declared effective but the Commission at the timefiled hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of) the Initial Investors and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 or, if Form S-3 is not available, Form SB-2 which on the SEC Filing Date covers the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to at least the number of Conversion Shares and Warrant Shares issuable to the Investor upon conversion of the Preferred Shares and exercise of the Warrants, determined as if the Preferred Shares were converted in full and the Warrants were exercised in full on the SEC Filing Date (determined without regard to the limitation contained in the second sentence of Section 10(a) of the Certificate of Designations and the limitation contained in Section 1.1(b) of the Warrants), and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Shares and exercise of the Common Stock upon Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. If, notwithstanding Rule 416 under the date of the initial filing with the SEC. (ii) In the event that Securities Act, the Registration Statement does is not at any time deemed to cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the indeterminate number of shares of Common StockStock as shall be issuable upon conversion of the Preferred Shares and exercise of the Warrants based on changes from time to time in the conversion price and exercise price thereof, as provided in 2.01 (a) (i). If and without limiting the rights of the holder of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 11 of the Certificate of Designations, at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and unexercised Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 or Form SB-2 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of at least 1,335,256 shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of as Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a which Registration Statement covering shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Shares to prevent dilution resulting from stock splits, as provided stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares in accordance with the terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-1 (or Form S-3, if the Company is eligible to use such form), which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the Registrable Securities greater of (A) 900,000 shares of Common Stock or (B) the sum of (x) the number of Common Shares PLUS (y) the number of Warrant Shares issuable upon the conversion exercise in full of the Debentures Callable Warrant PLUS (z) the number of Warrant Shares equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price exercise of the Common Stock upon Class A Warrant, determined as if the date of First Adjustment Date (as defined in the initial filing Class A Warrant) occurred on the Closing Date and the Class A Warrant was otherwise exercised in full for cash in accordance with the SEC. terms thereof on the Trading Day prior to the SEC Filing Date (ii) In in each case determined without regard to the event that limitations on beneficial ownership contained in the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (iWarrants). If at any time the number of shares of Common Stock into included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover all of the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 30 days after such insufficiency shall occur (or, if later, 30 days after the date upon which the Debentures may be converted exceeds Company first becomes eligible to file a Registration Statement therefor if such ineligibility resulted from the aggregate indeterminate number of shares of Common Stock), the Company shall file with the SEC an additional Registration Statement on Form S-1 (or Form S-3, if the Company is eligible to use such form) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock then registeredas shall be sufficient to permit such exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter, and in any event by the Company shall, within thirty (30) days after receipt 90th day following notice that such Registration Statement is required. For all purposes of a written notice from the Investor, either (a) amend this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). Without the written consent of Common Stockthe Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Investors and the holders of the registration rights described in Schedule 11(a). (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any Registrable SecuritiesSecurities hereunder, as provided in Section 2.01 (a) (i), then the Company shall pay not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (v) to holders of registration rights described in Schedule 11(a), (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by the Company and outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering underwritten on a firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity (A) which is engaged in a business similar, complementary or related to the business of the Company or (B) pursuant to which the Company issues securities with the primary purpose to directly or indirectly acquire, license or otherwise become entitled to use technology relevant to or useful in the Company's business, so long as in each case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Investor an amount equal to two 2% percent promptly after adoption) duly approves such transaction in accordance with its duties under applicable law (each of the principal amount and the accrued interest on the Debentures (the forgoing transactions a "Outstanding AmountBoard Approved Transaction") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no on the later than of December 19, 1997 or thirty (30) days after such datefrom the Closing Date, either a Registration Statement covering on Form S-3 or an amendment to any pending Company Registration Statement on Form S-3 registering for resale by the Investor all of the Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Preferred Shares would be convertible at the time of filing of the Form S-3), and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Shares resulting from adjustment in the Conversion Price, as provided in 2.01 or to prevent dilution resulting from stock splits, or stock dividends. The Company shall use its best efforts to cause the Registration Statement to be declared effective no later than ninety (a90) (i)days after the Closing Date. If at any time the number of shares of Common Stock into which the Debentures Preferred Shares may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common Stock. (b) In Stock into which the event Preferred Shares may be converted that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Common Stock already registered.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance date which is thirty (30) days after the date of the Debentures pursuant to Closing under the Line of Credit AgreementSecurities Purchase Agreement (the "Closing Date"), file with the Company shall have caused SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Debentures to be declared effective Preferred Stock and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of the number of Conversion Shares and Warrant Shares that are then issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Stock and the exercise of the Common Warrants without regard to any limitation on the Investor's ability to convert the Preferred Stock upon or exercise the date of the initial filing with the SEC. (ii) In the event Warrants. The Company acknowledges that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent issuable upon conversion and exercise of the principal amount Preferred Stock and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, no later than thirty if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Purchaser and the provisions of Section Error! Reference source not found.(e), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, within ninety (3090) days after the first to occur of (1) the issuance, sale, and delivery of $2,000,000 in principal amount of, or (2) the date the Company receives written notice from Sovereign Capital Advisors, LLC of termination of further offers of the Series 1 Bridge Notes (the "Filing Deadline"). The Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such date, a Registration Statement covering the Statement(s) also covers such indeterminate number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of additional shares of Common Stock into which as may become issuable (i) upon conversion of the Debentures may be converted exceeds Series 1 Bridge Notes and exercise of the aggregate number Purchaser Warrants to prevent dilution resulting from stock splits, stock dividends, or similar transactions, and (ii) by reason of the Repricing Warrants in accordance with the terms thereof. Such Registration Statement shall initially register for resale 1,800,000 shares of the Company's Common Stock, representing 1,400,000 shares for Conversion Shares and Repricing Warrant Shares, 300,000 for Purchaser Warrant Shares, and 100,000 shares for Placement Warrant Shares, subject to adjustment as provided in Section Error! Reference source not found.(b) hereof, and such registered shares of Common Stock then registeredshall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall, shall use its best efforts to have the Registration Statement declared effective by the SEC within thirty one hundred twenty (30120) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a written "no review" notice from the Investor, either (a) amend the SEC. Such Registration Statement filed by shall be kept current and effective for a period of twelve (12) months from the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common StockClosing Date. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, as soon as possible after the Closing Date but no later than thirty forty-five (3045) days after such datefollowing the Initial Closing Date, either a Registration Statement covering 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 StockStock for the Initial Investors to sell the Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than two hundred percent (200%) of the aggregate number of shares into which the Preferred Stock would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as provided in 2.01 (a) of such date). The Registration Statement (i)) shall include only the Registrable Securities and (ii) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock resulting from adjustment in the Conversion Price or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier of (x) five (5) days after notice by the SEC that it may be declared effective or (y) one hundred twenty (120) days after the Closing Date. If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) days after receipt of a written notice from the Investorbusiness days, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentenceprovisions of this Section 2, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may currently or in the future be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form SB-2 or other appropriate form to register such additional the shares of Common Stock. (b) In Stock into which the event Preferred Stock may currently or in the future be converted that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Common Stock already registered.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 60 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 (or, if the Company does not meet the requirements of Form S-3, then on Form S-1 or another appropriate form) which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to (1) if Rule 416 under the Registrable Securities issuable upon 1933 Act is applicable to the conversion of the Debentures to be declared effective Note and the Company shall cause Interest Notes, the Registration Statement to remain effective until all sum of the Registrable Securities have been sold. The Registration Statement shall cover no less than (x) the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Note, determined as if the Note, together with accrued and unpaid interest thereon, were converted in full on the SEC Filing Date (and determined without regard to the limitation on conversion contained in the Note or the limitation on beneficial ownership contained in Section 2.1 of the Note), plus (y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare in its discretion determine to register to permit the issuance of Interest Notes and file the resale of the shares of Common Stock issuable upon conversion thereof, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Note and the Interest Notes or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with the Commissionterms thereof and the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register to permit the issuance of Interest Notes and the resale of the shares of Common Stock issuable upon conversion thereof; or (2) if Rule 416 under the 1933 Act is not applicable to the Note, no later than thirty the sum of (30x) days after such date, a Registration Statement covering number of shares of Common Stock equal to 175% of the number of shares of Common StockStock issuable upon conversion of the Note, determined as provided if the Note, together with accrued and unpaid interest thereon, were converted in 2.01 full on the SEC Filing Date (aand determined without regard to the limitation on conversion contained in the Note or the limitation on beneficial ownership contained in Section 2.1 of the Note) plus (i)y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register to permit the issuance of Interest Notes and the resale of the shares of Common Stock issuable upon conversion thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Note and Interest Notes or the unexercised portion of the Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3 or, within thirty if the Company does not meet the requirements of Form S-3, then on Form S-1 or another appropriate form (30) days after receipt of in any such case which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon on Form S-3, which, on the date of the initial filing with the SEC. (ii) In , covers the event that resale by the Registration Statement does not at any time cover the requisite Initial Investor or its assignees of a number of Registrable Securities, as provided in 2.01 Common Shares at least equal to the sum of (ax) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering 200% of the number of shares Initial Shares, plus (y) the number of Common Stock, as provided in 2.01 (a) (i)Warrant Shares. If at any time the number of shares Common Shares included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover the number of Reset Shares and Repurchase Shares issuable pursuant to the Subscription Agreement or the number of Common Stock into which Shares issuable upon exercise of the Debentures may be converted exceeds the aggregate number unexercised portions of shares of Common Stock Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of Common Shares as shall be sufficient to cover such Reset Shares and Repurchase Shares and permit such exercises. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in be filed by the Company pursuant to this Section 2.01 (a) 2(a). The Registration Statement shall not, without the Investor's consent which shall not be unreasonably withheld, include securities to be sold for the account of any other selling securityholder other than (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 Other Buyer and (aii) (i), then the Company shall pay persons offering to sell up to the Investor an amount equal to two 2% percent respective numbers of the principal amount and the accrued interest Common Shares listed on the Debentures (the "Outstanding Amount"Schedule 2(a) for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)attached hereto.

Mandatory Registration. (a) Registration is mandatory :Except as described in sections 2.1(b) and 2.1(c): (i) On The Company shall prepare and file with the SEC on or prior before May 7, 2002 (the “Filing Deadline”) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to the issuance effect a registration of all Registrable Securities, subject to consent of the Debentures pursuant to Investors holding at least a majority of the Line Registrable Securities) for the purpose of Credit Agreement, registering under the Company shall have caused a Registration Statement covering the resale Securities Act all of the Registrable Securities issuable upon for resale by, and for the conversion of account of, the Debentures to be declared effective and Holders as selling stockholders thereunder (the “Registration Statement”). The Company shall use best efforts to cause the Registration Statement to remain become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all of the Registrable Securities have been sold(A) are sold and (B) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the “Registration Withdrawal Date”. (ii) If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall cover no less than issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Registration Warrant”)), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price on exercise of the Common Stock upon the date of the initial filing with the SECWarrants issued to that Holder. (iiiii) In At the event end of each thirty (30) day period (or a portion thereof) after May 7, 2002, that the Registration Statement does has not at any time cover been filed with the requisite number of Registrable Securities, as provided in 2.01 (a) (i)SEC, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, issue to each Holder a Registration Statement covering the Warrant to acquire that number of shares of Common Stock, as provided in 2.01 Stock equal to (aA) ten percent (i). If at any time 10%) of the number of shares of Common Stock into issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, days during such thirty-day period before the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend date on which the Registration Statement was filed by with the Company pursuant to SEC and the preceding sentence, if such denominator of which is thirty. (iv) If the Registration Statement has not been declared effective but by the Commission at SEC on or before June 21, 2002, the time, Company shall issue to register additional each Holder a Registration Warrant to acquire that number of shares of Common Stock into which equal to ten percent (10%) of the Debentures as provided above may be convertednumber of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after June 21, or (b) if such 2002, that the Registration Statement has not been declared effective by the Commission at SEC, the Company shall issue to each Holder a Registration Warrant to acquire that time, file with the Commission an additional Registration Statement to register such additional number of shares of Common Stock. Stock equal to (bA) In ten percent (10%) of the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of Common Stock issuable on exercise of the principal amount and Warrants issued to that Holder, multiplied by (B) a fraction, the accrued interest on numerator of which is the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the Commission SEC and the denominator of which is thirty. (b) Notwithstanding anything contained in section 2.1(a) to the contrary, with respect to Additional Registrable Securities: (i) The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Additional Registrable Securities, subject to consent of the Investors holding at least a majority of the Additional Registrable Securities) or (B) an amendment to the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the Additional Registrable Securities for resale by, and for the account of, the Holders of Additional Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Registration Statement, as the case may be, is referred to herein as the “Second Registration Statement”). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Additional Registrable Securities are sold and can be sold by all the Holders of Additional Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. (ii) If the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall issue to each Holder of Additional Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Second Registration Warrant”)), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (iii) At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Additional Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. (iv) If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of Additional Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Additional Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty. (c) Notwithstanding anything contained in section 2.1(a) or 2.1(b) to the contrary, with respect to New Registrable Securities: (i) The Company shall prepare and file with the SEC not later than the earlier of August 16, 2002, and one week after each of the Registration Statement and Second Registration Statement is declared effective by the SEC (the "2.01 “Required Filing Date”), (aA) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all New Registrable Securities, subject to consent of the Investors holding at least a majority of the New Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a) or the Second Registration Statement described in section 2.1(b), for the purpose of registering under the Securities Act all of the New Registrable Securities for resale by, and for the account of, the Holders of New Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the “Third Registration Statement”). The Company shall use best efforts to cause the Third Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the New Registrable Securities are sold and can be sold by all the Holders of New Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. (ii) If the Company has not filed the Third Registration Statement with the SEC on or before the Required Filing Date, the Company shall issue to each Holder of New Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Third Registration Warrant”)), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. (iii) At the end of each thirty (30) day period (or a portion thereof) after the Required Filing Date that the Third Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of New Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement was filed with the SEC and the denominator of which is thirty. (iv) If the Third Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the “Required Effective Date”), the Company shall issue to each Holder of New Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after the Required Effective Date that the Third Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of New Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, as soon as possible after the Closing Date, but no later than thirty (30) days after such datefollowing the Closing Date, either a Registration Statement covering on Form S-3 or an amendment to any such pending Registration Statement registering for resale by the Investor all of the Registrable Securities, but in no event less than the aggregate number of shares into (i) which the Preferred Stock would be convertible at the time of filing of the Form S-3 (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as of such date). The Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Stock resulting from adjustment in the Conversion Price, as provided in 2.01 or to prevent dilution resulting from stock splits, or stock dividends. The Company will use commercially reasonable efforts to cause such Registration Statement to be declared effective the earlier of (a) five (i)5) days after notice by the SEC that it may be declared effective, or (b) ninety (90) days after the Closing Date. If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may currently or in the future be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3, as may be appropriate, to register such additional the shares of Common Stock. (b) In Stock into which the event Preferred Stock may currently or in the future be converted that exceed the aggregate number of shares of Common Stock already registered. Such Registration Statement referred to in Section 2.01 (a) (i) does shall not cover include any shares other than the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then Securities and the Company shall pay to shares specifically listed on Exhibit 1 without the Investor an amount equal to two 2% percent consent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Investor.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare and file with the SEC, as soon as possible after the Closing Date but no later than May 20, 2002 (the "Required Filing Date"), either a Registration Statement or prior 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 two hundred percent (200%) of the number of Initial Shares into which the Preferred Stock and all accrued dividends thereon for three (3) years from the issue date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all Preferred Stock had been issued, had been eligible to be converted, and had been converted, into Initial Shares and that all dividends thereon had accrued for 3 years, in each case in accordance with the terms of the Securities Purchase Agreement and of the Certificate of Designation of the Preferred Stock, whether or not such issuance, eligibility, accrual of 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 (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock, the issuance of shares in payment of accrued Dividends, or the issuance of the Debentures pursuant Repricing Shares to the Line of Credit Agreementprevent dilution resulting from stock splits, the or stock dividends. The Company shall have caused a will use its reasonable best efforts to cause such Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and on a date (the Company shall cause "Initial Required Effective Date") which is no later than the Registration Statement to remain earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than or (Z) August 20, 2002. (ii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock issuable upon represented by the conversion Registrable Shares, issued or required to be issued as contemplated by the Transaction Documents, exceeds eighty percent (80%) of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)either

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to The Company has prepared and filed with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 (the "FIRST REGISTRATION STATEMENT") covering the resale of the Registrable Securities issuable upon the conversion in excess of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of 5,000,000 shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Series A Preferred Stock and the exercise of the Common Stock upon Initial Warrant which was declared effective by the SEC on December 4, 1998. The Company shall prepare, and, on or prior to twenty (20) days after the date of the initial filing closing of the sale of Series B Preferred Stock (the "Filing Date"), file with the SEC. (ii) In the event that the SEC a Registration Statement does (the "SECOND REGISTRATION STATEMENT") on Form S-3 (or, if Form S-3 is not at any time cover then available, on such form of Registration Statement as is then available to effect a registration of all of the requisite number of Series B Registrable Securities, subject to the consent of the Initial Purchasers (as provided in 2.01 (adetermined pursuant to Section 11.10 hereof)) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number resale of 4,000,000 shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registeredRegistration Statement, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentenceextent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), if shall state that such Registration Statement has not been declared effective but the Commission at the time, to register also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedPreferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that similar transactions. The Registrable Securities included in the Registration Statement referred to Statements referenced above shall be allocated among the Purchasers as set forth in Section 2.01 11.11 hereof. The Registration Statements (aand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of (which approval shall not be unreasonably withheld or denied)) the Initial Purchasers and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. The Company shall prepare and, as soon as practicable, but not later than the thirtieth (a30th) day after the date of the filing of the Company's fiscal year 2001 financial results (the "Filing Date") or July 31, 2000, whichever comes first, file with the SEC a first Registration Statement on Form S-3 (or, if Form S-3 is mandatory : not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities required to be included in such Registration Statement on or before the sixtieth (i60th) day following the filing of the Company's fiscal year 2001 financial results, but in no case later than August 31, 2001) covering the resale of the Registrable Securities issued or issuable pursuant to conversion of the Convertible Debenture and exercise of the Warrant, assuming conversion of one million five hundred thousand dollars ($1,500,000) in principal and all of the accrued interest on the Convertible Debenture as of the Filing Date. The number of Registrable Securities that the Company shall include in this first Registration Statement shall cover the number of Shares that would be issuable to Holder if interest were to accrue on the entire principal balance of the Convertible Debenture from the initial Filing Date until June 8, 2006. On or prior to before the issuance of date that is one year after the Debentures pursuant to the Line of Credit Agreementinitial Filing Date, the Company shall have caused prepare and file a second Registration Statement covering the resale of the Registrable Securities issued or issuable upon conversion of the Convertible Debenture and exercise of the Warrant, assuming conversion of one million five hundred thousand dollars ($1,500,000) in principal and all of the interest that would accrue on the Convertible Debenture from the Filing Date of the first Registration Statement until June 8, 2006, assuming that the entire principal amount remained outstanding for that period. The Registration Statements filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statements also cover such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Debentures to be declared effective Convertible Debenture and the Company shall cause exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar recapitalizations. The Registrable Securities included in any Registration Statement filed hereunder shall be allocated to remain effective until all of the Registrable Securities have been soldHolders as set forth in Section 8.12 hereof. The Registration Statement Statements filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall cover be provided to (and subject to review by) the Holder and Holder's counsel prior to its filing or other submission, provided that no less than such review shall affect the number of Holder's rights under Section 8.6 hereof. Such Registration Statements may not include other shares of Common Stock issuable upon stock as registered by the conversion of all outstanding Debentures based upon the Bid Price Company or by any other stockholder of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event Company, provided however, that the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesCompany may include shares held by Zanett Securities Corporation, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, further that if a Registration Statement covering filed in connection with an underwritten public offering is subject to an underwriter's cut-back, such cut-back should be distributed pro rata between the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common StockHolders and Zanett Securities Corporation. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC on or before December 31, no later than thirty 2002 (30the "SEC Filing Date") days after such date, a Registration Statement covering on Form S-3 or, if Form S-3 is not available, on another appropriate form reasonably acceptable to the Investors, which covers the resale of a number of shares of Common StockStock equal to at least the number of Registrable Securities issuable to each Holder upon conversion of the Shares and exercise of the Warrants, determined as provided if the Shares were converted in 2.01 full (abased on a $4.50 per share conversion price) (i)and the Warrants were exercised in full on the first anniversary of the Closing Date. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 6.2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Shares and unexercised Warrants, then registeredpromptly, but in no event later than 60 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3, within thirty or another appropriate form (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 6.2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 6.2(a), and the preceding sentence, if Company and the Holders shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred statement required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 6.2(a).

Mandatory Registration. The Company shall prepare, and, on or prior to sixty (a60) (the "Registration Filing Deadline") days after the date of issuance of any Debentures, file with the SEC a Registration Statement or Registration Statements (as is mandatory : necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering only the resale of all of the Registrable Securities and no other securities owned or held by any other person, except for the shares to be issued pursuant to the Mical Mortgage acquisition which are estimated at 500,000 shares of Common Stock, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures (i) On to prevent dilution resulting from stock splits, stock dividends or prior to similar transactions and (ii) by reason of changes in the issuance Conversion Price or Conversion Rate of the Debentures pursuant in accordance with the terms thereof Such Registration Statement shall initially register for resale at least 1,851,851 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Line Investors pro rata based on the total number of Credit Agreement, the Company shall have caused Registrable Securities issued or issuable as of each date that a Registration Statement covering Statement, as amended, relating to the resale of the Registrable Securities issuable upon the conversion of the Debentures to be is declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with by the SEC. (ii) . In the event that the Registration Statement does is not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), filed by the Company by the Registration Filing Deadline, then the Applicable Discount to be used in determining the Conversion Price (as defined in the Debenture) shall prepare and file with the Commissionbe reduced by an additional 3% (i.e., no later than from 78% to 75%) for each thirty (30) day period (prorated for partial months) that the Registration Statement is not filed with the SEC (the "Registration Filing Penalty"). The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within one hundred and twenty (120) days after such date, a the issuance of the Debentures (the "Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (iDeadline"). If at any time The Company shall permit the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, registration statement to become effective within thirty five (305) business days after receipt of a written "no review" notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) SEC. In the event that the Registration Statement referred is not declared effective by the SEC by the Registration Deadline then the Applicable Discount to be used in Section 2.01 determining the Conversion Price (aas defined in the Debenture) shall be reduced by (i) does not cover the requisite number of Registrable Securitiesan additional 3% (i.e., as provided in Section 2.01 (afrom 78% to 75%) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date if the Registration Statement is not declared effective by the Commission SEC within thirty (30) days following the Registration Deadline (in each case prorated for partial months), (ii) an additional 6% (i.e., from 78% to 72%) if the Registration Statement is not declared effective by the SEC within ninety (90) days of the Registration Deadline and thereafter an additional 3% for each subsequent thirty (30) day period for which the Registration Statement is not declared effective (the "2.01 Registration Deadline Penalty"). The Registration Filing Penalty and the Registration Deadline Penalty shall be immediately payable by the Company on demand by the Investor in either cash or Common Stock of the Company, at the sole election of the Investor upon delivery to the Company of a Notice of Commission (a)as defined in the Debenture) by the Investor.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, as soon as practicable after the Closing Date but no later than thirty (30) days after such dateMay 3, 2010, a Registration Statement covering registering for resale by the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the Investor a sufficient number of shares of Common Stock into which for the Debentures may Investor to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company’s obligation to register the Registrable Securities shall initially be converted exceeds satisfied by the aggregate 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 then registeredwhich is at least equal to the sum of (w) 3,303,572 shares of Common Stock for issuance upon conversion of the Note, (x), 396,429 shares of Common Stock payable as interest under the Company shallNote, within thirty (30y) days after receipt 1,100,000 shares of a written notice from Common Stock for issuance upon exercise of the InvestorWarrant, either and (az) amend the number of Other Issuable Shares as of the date of the filing of the Registration Statement filed 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 Company pursuant to Holder, the preceding sentence, if such Registration Statement has not been declared effective but (W) shall include only the Commission at Registrable Securities, and (X) shall also state that, in accordance with Rule 416 and 457 under the timeSecurities Act, to register it also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedNote, exercise of the Warrant or (b) if issuances of Other Issuable Securities covered by such Registration Statement has been declared effective by the Commission at that timeto prevent dilution resulting from stock splits, file with the Commission an additional Registration Statement to register such additional shares of Common Stockstock dividends or similar transactions. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. The Company will file a Registration Statement on Form S-3, with the SEC registering the Registrable Securities and no other securities (other than (i) shares of Common Stock issuable upon exercise of warrants issued to Shoreline (as defined below) in connection with the transactions contemplated hereby and under the Securities Purchase Agreement or (ii) issued or issuable to holders with registration rights pursuant to previously granted stock purchase warrants as described on Schedule 3.3 of the Purchase Agreement) for resale within twenty (20) business days of the closing of the initial purchase of the Series B Preferred Shares (the "CLOSING DATE"). To the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), the Registration Statement shall include the Common Shares and the Warrant Shares and such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, or (ii) by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon exercise of the Warrants as if all of the Warrants were then issued plus (b) two (2) times the number of Common Shares that would be issuable upon conversion of the Series B Preferred Shares and the Series C Preferred Shares (as if all of the Series C Preferred Shares were then issued) at the Market Price (as defined in the Series B Certificate of Designations) on the Closing Date. Notwithstanding the foregoing, if the SEC prohibits the Company from registering the resale of the Common Shares issuable upon the conversion of all outstanding Debentures based upon the Bid Price Series C Preferred Shares (the "SERIES C CONVERSION SHARES") or exercise of the Common Stock upon the date of the initial filing Warrants issuable in connection with the SEC. Series C Preferred Shares (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i"SERIES C WARRANT SHARES"), the Company shall prepare be entitled to amend the Registration Statement so as to exclude such Series C Conversion Shares and Series C Warrant Shares. In such event, the Company will, within twenty (20) business days of the issuance of the Series C Preferred Shares, file a new Registration Statement with respect to the Series C Conversion Shares and Series C Warrant Shares, and such Registration Statement shall, together with the CommissionRegistration Statement with respect to the Common Shares issuable in conversion of the Series B Preferred Shares, constitute a "Registration Statement" subject to the terms and conditions of this Agreement; provided that the Required Effective Date (as defined below) for such additional Registration Statement shall be the 90th day following the Second Closing (or, if (a) such Registration Statement is reviewed by the SEC, or (b) if the SEC takes the position that registration of the resale of the Series C Conversion Shares and Series C Warrant Shares by the Investors is not available under applicable laws, rules and regulation and that the Company must register the offering of such Registrable Securities as a primary offering by the Company, the 120th day following the Second Closing). The Company shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable after filing and in any event no later than thirty the ninetieth (3090th) days after day following the Closing Date (the "REQUIRED EFFECTIVE DATE"); provided, however, that so long as the Company has filed such date, a Registration Statement covering within twenty (20) business days of the number of shares of Common StockClosing Date, as provided in 2.01 (a) if the SEC takes the position that registration of the resale of the Registrable Securities by the Investors is not available under applicable laws, rules and regulation and that the Company must register the offering of the Registrable Securities as a primary offering by the Company, or (ib) if the Registration Statement receives SEC review, then the Required Effective Date shall be the one hundred twentieth (120th) day after the Closing Date. In the case of an SEC response described in clause (a). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty twenty (3020) business days after receipt of a written notice following the date the Company receives such response from the InvestorSEC, either (a) amend file a registration statement as a primary offering. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement filed by will receive no action or no review from the SEC, the Company pursuant to the preceding sentence, if shall cause such Registration Statement has not been declared to become effective but the Commission at the time, to register additional shares within five (5) business days of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been SEC notification. Once declared effective by the Commission at that timeSEC, file with the Commission an additional Company shall cause such Registration Statement to register such additional shares of Common Stock. (b) In the event that remain effective throughout the Registration Statement referred Period, except as permitted pursuant to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i3(a), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which on the SEC Filing Date covers the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to at least the number of Conversion Shares and the Warrant Shares issuable upon to the conversion Buyer under the Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends, were converted and the Warrant was exercised in full on the SEC Filing Date as if such SEC Filing Date were the Closing Date (determined without regard to the limitation contained in the second sentence of all outstanding Debentures based upon the Bid Price Section 10(a) of the Common Stock upon Certificate of Designations) and the date resale of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common StockStock as the Company shall in its discretion determine to register in connection with the payment of dividends, as provided Registrable Securities, and which Registration Statement shall state that, in 2.01 (a) (i)accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares or exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. If If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as shall be issuable upon conversion of the Preferred Shares or exercise of the Warrant based on changes from time to time in the conversion or exercise price thereof, at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of any unconverted Preferred Shares or exercise of any unexercised portion of the Warrant, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion or exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stockthe initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). (b2) In Prior to the event that SEC Effective Date and during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of Registrable Securitiesany Shares, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount effectiveness of any other registration statement previously filed with the SEC other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the accrued interest Company is required to file or as to which the Company is required to request acceleration pursuant to any obligation in effect on the Debentures (Closing Date. The Company's obligation to register the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective Registrable Securities under this Section 2 shall constitute a registration pursuant to a demand registration right held by the Commission (the "2.01 (a)Investors.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and file with the SEC, as soon as possible after the Closing Date a Registration Statement covering registering for resale by the resale Investor a sufficient number of shares of Common Stock for the Buyers to sell the Registrable Securities issuable upon (or such lesser number as may be required by the conversion SEC, but in no event less than the number of shares equal to one hundred percent (100%) of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been soldPurchased Shares). The Registration Statement shall cover state that, to the extent permitted by the SEC, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Effective Date") which is no less later than the earlier of ten (10) days after notice by the SEC that it may be declared effective or ninety (90) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock issuable upon represented by the conversion of all outstanding Debentures based upon Registrable Shares, issued or to be issued as contemplated by the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesTransaction Agreements, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, shall either (aA) amend the Registration Statement filed by the Company pursuant to the preceding sentenceprovisions of this Section 2, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional register, in the aggregate, at least the number of shares (the "Increased Shares Amount") equal to one hundred percent (100%) of Common Stock into which such Registrable Shares, computed as contemplated by the Debentures as provided above may be convertedimmediately preceding subparagraph (i), or (bB) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission an additional SEC a Post Effective Amendment to the Registration Statement (a "Post Effective Amendment") to register the aggregate of the sum of one hundred percent (100%) the Purchased Shares, plus the Warrant Shares to the extent such total exceeds the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to register such additional shares of Common Stock. be declared effective on a date (beach, an "Increased Effective Date") In the event that the which is no later than (C) with respect to a Registration Statement referred to in Section 2.01 under clause (aA) of this subparagraph (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (iii), then the Company shall pay Initial Required Effective Date and (D) with respect to a Post Effective Amendment under clause (B) of this subparagraph (ii), the Investor an amount equal to two 2% percent earlier of (I) ten (10) days after notice by the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is SEC that it may be declared effective by or (II) forty five (45) days after the Commission (the "2.01 (a)Increased Registered Shares Date.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to The Company shall prepare, and, as soon as practicable after the issuance of First Closing under the Debentures pursuant to the Line of Credit Securities Purchase Agreement, but in no event later than the Company shall have caused sixtieth (60th) day following such closing, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the maximum number of Registrable Securities issuable upon the full conversion of, or as dividends on or otherwise with respect to, the Preferred Stock and the full exercise of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all Warrants comprising 3,250 Units (assuming a conversion price based on 81% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price closing sales price of the Common Stock upon as reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such closing). The Company shall prepare, and, as soon as practicable after each additional closing under the initial filing Securities Purchase Agreement, but in no event later than the sixtieth (60th) day following each of such closings, file with the SEC. SEC a Registration Statement on Form S-3 (iior, if Form S-3 is not then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the maximum number of Registrable Securities issuable upon the full conversion of, or as dividends on or otherwise with respect to, the Preferred Stock and the full exercise of the Warrants comprising the Units issued at such closing pursuant to Section 1(a)(ii) or Section 1(a)(iii) of the Securities Purchase Agreement, as applicable (assuming a conversion price based on 81% of the closing sales price of the Common Stock as reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such Closing). In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to this Section 2(a) is on Form S-1, the preceding sentenceCompany shall, (x) no later than the date the Company files each periodic report on Form 10-Q or 10-K, file a prospectus supplement or post-effective amendment to the Registration Statement to include in the Registration Statement such information (including, without limitation, updated financial statements) from the periodic report as is necessary or required to keep the Registration Statement in compliance with the rules of the SEC and this Agreement and (y) within fifteen (15) days of the Company becoming eligible to register the Registrable Securities on Form S-3, file a new Registration Statement on Form S-3 covering at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the Registrable Securities issuable upon the full conversion of, or as dividends on or otherwise with respect to, the Preferred Stock and the full exercise of the Warrants (based on the conversion and exercise prices thereof then in effect) and cause such Registration Statement has not been to be declared effective but by the Commission at SEC as soon as practicable thereafter, and in no event later than ninety (90) days after the timefiling thereof (such ninetieth (90th) day being the "Second Registration Deadline"). Each Registration Statement filed hereunder, to register the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedPreferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (bii) if such by reason of reductions in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Preferred Stock, the terms which cause the applicable Conversion Percentages to decrease and the terms which cause the Variable Conversion Price to decrease to the extent that the closing sales price of the Common Stock decreases). The Registrable Securities included in any Registration Statement has been declared effective by filed hereunder shall be allocated to the Commission at that time, file with the Commission an additional Investors as set forth in Section 11(k) hereof. Each Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Initial Investors and their counsel prior to its filing or other submission. The Company shall not include any securities (other than Registrable Securities and securities designated on Schedule 3(c) to the Securities Purchase Agreement for possible inclusion on a Registration Statement hereunder) on any Registration Statement filed pursuant to this Section 2(a). In addition, the Company shall not permit any securities of the Company (other than Registrable Securities) to be registered under the Securities Act prior to or at the same time as the registration of the Registrable Securities; provided, however, that the Company may register such additional (i) up to 1,750,000 shares of Series A Cumulative Convertible Preferred Stock ("Series A Stock") and up to 15,027,937 shares of Common Stock in connection with certain proposed changes to the Series A Stock. , and (bii) In up to 2,150,000 shares of Common Stock in connection with certain convertible notes in the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number aggregate principal amount of Registrable Securities, as provided in Section 2.01 (a) (i), then $2,000,000 issued by the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount in July and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)August 1997.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance date which is thirty (30) business days after the date of the Debentures pursuant to closing under the Line of Credit AgreementNote Purchase Agreement (the "Closing Date"), file with the Company shall have caused SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Initial Investor, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Note and the Warrants, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Debentures Note and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Note or the Exercise Price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock included in such Registration Statement shall be declared effective no less than 150% (one hundred and fifty percent) of the Company shall cause Maximum Share Amount set forth in Section 2.6 of the Note. If at any time (i) the number of shares of Common Stock included in the Registration Statement required to remain effective until all be filed as provided in the first sentence of the Registrable Securities have been sold. The Registration Statement this Section 2(a) shall be insufficient to cover no less than the number of shares of Common Stock issuable upon the on conversion of all outstanding Debentures based upon the Bid Price in full of the Common Stock upon the date unconverted Note and exercise in full of the initial filing with unexercised Warrants and Warrants which may be issued upon exercise of the SEC. unconverted Note (including any Prepayment Warrants issued pursuant to the Note) and (ii) In a New Maximum Share Amount has been approved or the event that the Registration Statement does not at any time cover the requisite Company has otherwise received approval from The Nasdaq Stock Market to issue a number of Registrable Securitiesshares greater than the Maximum Share Amount, as provided then promptly, but in 2.01 (a) (i)no event later than 20 days after such insufficiency shall occur, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a SEC as promptly as practicable an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering the such additional number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number For all purposes of shares of Common Stock into which the Debentures may this Agreement such additional Registration Statement shall be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty fifteen (3015) days after such datefollowing the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement covering on Form S-3 registering for resale by the Investor a sufficient number of shares of Common StockStock for the Initial Investors (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as provided may become issuable upon conversion of the Debentures and the exercise of the Warrants resulting from adjustment in 2.01 (a) (ithe Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Debenture may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common Stock. (b) In Stock into which the event Debenture may be converted that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securitiesshares of Common Stock already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, as provided in Section 2.01 (a) (i)the view of the staff, such registration would constitute a primary offering by the Company, then the Company shall pay have an additional sixty (60) days in which to the Investor an amount equal amend such registration statement to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)another available form.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or ---------------------- prior to thirty-five (35) days from the issuance date of Closing (as defined in the Debentures pursuant to Securities Purchase Agreement) (the Line of Credit Agreement"FILING DATE"), file with the Company shall have caused SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of or otherwise pursuant to the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all (including, but not limited to, shares issued or issuable upon exercise of the Registrable Securities have been soldInvestment Options) and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided initially included in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may shall be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor no less than an amount equal to two (2% percent ) times the sum of the principal amount number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time), including, but not limited to, shares issued or issuable upon exercise of the Investment Options and the accrued interest number of Warrant Shares that are then issuable upon exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Debentures or exercise the Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Debentures (including, but not limited to, Shares issued or issuable upon exercise of the "Outstanding Amount"Investment Options) for each month or portion thereof and continuing each amount month thereafter until upon exercise of the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) calendar days after such datethe Closing Date, a Registration Statement covering the a sufficient number of shares of Common StockStock for the Initial Investors into which the $_________ of Debentures, plus accrued interest, in the total offering would be convertible within five business days prior to the filing of such Registration Statement. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 1% of the face amount of each Debenture for each 30 day period, pro-rated for any portion thereof, after forty-five (45) calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as provided in 2.01 (a) (imay become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debentures Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Debenture(s) may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on such form as is applicable or a post-effective amendment to the Registration Statement to register such additional the shares of Common Stock. (b) In Stock into which the event Debenture may be converted that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securitiesshares of Common Stock already registered. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter thereof, until the date the Registration Statement is declared effective by filed. Failure of the Commission Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the "2.01 (a)Closing Date will cause the Initial Investors to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to December 31, 1998, file with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2, which, on the date of filing with the SEC, covers the resale by the Initial Investor or its assignees of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock issuable upon at least equal to the conversion sum of all outstanding Debentures based upon the Bid Price (x) 150% of the Common Stock upon the date sum of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares Initial Shares and Optional Shares, plus (y) the number of Common Stock, as provided in 2.01 (a) (i)Warrant Shares. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of Reset Shares and Repurchase Shares issuable pursuant to the Subscription Agreement or the number of shares of Common Stock issuable upon exercise of the unexercised portions of Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3, within thirty or, if Form S-3 is not available, Form S-1 or S-2 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to cover such Reset Shares and Repurchase Shares and permit such exercises. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. The Company shall prepare and, on or ---------------------- prior to a date which is no more than ninety (a90) days from the date that the Company has sold a total of $950,000 in principal amount of Debentures (the "Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (as is mandatory : necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2.e., which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures (i) On to prevent dilution resulting from stock splits, stock dividends or prior to similar transactions and (ii) by reason of changes in the issuance Conversion Price or Conversion Rate of the Debentures pursuant in accordance with the terms thereof. Such Registration Statement shall initially register for resale at least 1,615,003 shares of Common Stock for the Investors and others, subject to adjustment as provided in Section 3.b., and 1,520,003 such registered shares of Common Stock shall be allocated among the Line Investors pro rata based on the total number of Credit Agreement, the Company shall have caused Registrable Securities issued or issuable as of each date that a Registration Statement covering Statement, as amended, relating to the resale of the Registrable Securities issuable upon the conversion of the Debentures to be is declared effective and by the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been soldSEC. The Registration Statement shall cover no less than the number of Company has also agreed to include an additional 637,505 shares of Common Stock issuable upon for the conversion benefit of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing other investors in connection with the sale of $375,000 of convertible debentures through Alexander, Wescott & Co., Inc. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit the registration statement to become effective within ten (10) business days after receipt of a "no review" notice from the SEC. (ii) . In the event that the Registration Statement does is not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant with the SEC by the Filing Deadline, then the Company shall be required to deliver to the preceding sentenceInvestors within 10 calendar days of the end of each month in which the Company has not so filed a cash penalty of 2% of the principal amount of Debentures per month (pro-rated for partial months). If the Registration Statement is not declared effective by the SEC by the Registration Deadline, if then the Company shall be required to deliver to the Investors within 10 calendar days of the end of each month in which such Registration Statement has not been declared effective but the Commission at the time, to register additional shares a cash penalty of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on of the Debentures per month (the "Outstanding Amount") pro-rated for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (apartial months).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and file with the SEC, 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 covering or an amendment to an existing Registration Statement, in either event registering for resale by the resale Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of one hundred fifty percent (150%) of the number of shares into which the Preferred Stock and all dividends thereon through the Mandatory Conversion Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such accrual of dividends, eligibility or conversion had in fact occurred as of such date). 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 the conversion of the Debentures 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 and on a date (the Company shall cause "Initial Required Effective Date") which is no later than the Registration Statement to remain earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective until all of or (Z) one hundred twenty (120) days after the Registrable Securities have been sold. The Registration Statement shall cover no less than Closing Date. (ii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock issuable upon represented by the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, issued or to be issued as provided in 2.01 contemplated by the Transaction Agreements, exceeds seventy-five percent (a75%) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, shall either (aX) amend the Registration Statement filed by the Company pursuant to the preceding sentenceprovisions of this Section 2, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional register, in the aggregate, at least the number of shares (the "Increased Shares Amount") equal to (I) the number of Common shares theretofore issued on conversion of the Preferred Stock (including any dividends paid on conversion by the issuance of Conversion Shares) plus (II) one hundred fifty percent (150%) of the number of shares into which the Debentures as provided above may unconverted Preferred Stock and all dividends thereon through the Mandatory Conversion Date would be convertible at the Increased Registered Shares Date (assuming for such purposes that all such 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, accrual of dividends, eligibility or conversion had in fact occurred as of such date), or (bY) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement (an "Additional Registration Statement") to register such additional the number of shares equal to the excess of the Increased Shares Amount over the aggregate number of shares of Common Stock. (b) In the event that the Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement referred to in Section 2.01 be declared effective on a date (aeach, an "Increased Required Effective Date") which is no later than (iQ) does not cover the requisite number with respect to a Registration Statement under clause (X) of Registrable Securities, as provided in Section 2.01 this subparagraph (a) (iii), then the Company shall pay Initial Required Effective Date and (R) with respect to an Additional Registration Statement, the Investor an amount equal to two 2% percent earlier of (I) five (5) days after notice by the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is SEC that it may be declared effective by or (II) forty-five (45) days after the Commission (the "2.01 (a)Increased Registered Shares Date.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) days after such datefollowing the Closing Date under the Securities Purchase Agreement, either a Registration Statement covering on Form S-3 registering for resale by the Investor a sufficient number of shares of Common StockStock for the Initial Investor (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as provided may become issuable upon conversion of the Debentures and the exercise of the Warrants resulting from adjustment in 2.01 (a) (ithe Conversion Price, or to prevent dilution resulting from stock splits or stock dividends). The Company shall use its best efforts to cause the Registration Statement to be declared effective no later than 90 days after 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 thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above may be convertedconverted and which would be issued upon exercise of the Warrants, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common Stock. (b) In Stock into which the event Debentures may be converted and which would be issued upon exercise of the Warrants that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securitiesshares of Common Stock already registered. Notwithstanding the other provisions of this Agreement, as provided in Section 2.01 (a) (i), then the number of shares that the Company shall pay be obligated to register hereunder at any time shall be limited to the Investor an amount equal to two 2% percent number of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") authorized shares that it has available for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)issuance.

Mandatory Registration. Except as described in section 2.1(b): The Company shall prepare and file with the SEC on or before May 7, 2002 (athe "Filing Deadline") Registration a registration statement on Form S-3 (or, if Form S-3 is mandatory : (i) On or prior not then available, on such form of registration statement that is then available to the issuance effect a registration of all Registrable Securities, subject to consent of the Debentures pursuant to Investors holding at least a majority of the Line Registrable Securities) for the purpose of Credit Agreement, registering under the Company shall have caused a Registration Statement covering the resale Securities Act all of the Registrable Securities issuable upon for resale by, and for the conversion of account of, the Debentures to be declared effective and Holders as selling stockholders thereunder (the "Registration Statement"). The Company shall use best efforts to cause the Registration Statement to remain become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all of the Registrable Securities have been sold(A) are sold and (B) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the "Registration Withdrawal Date". If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall cover no less than issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Registration Warrant")), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price on exercise of the Common Stock upon Warrants issued to that Holder. At the date end of the initial filing with the SEC. each thirty (ii30) In the event day period (or a portion thereof) after May 7, 2002, that the Registration Statement does has not at any time cover been filed with the requisite number of Registrable Securities, as provided in 2.01 (a) (i)SEC, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, issue to each Holder a Registration Statement covering the Warrant to acquire that number of shares of Common Stock, as provided in 2.01 Stock equal to (aA) ten percent (i). If at any time 10%) of the number of shares of Common Stock into issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, days during such thirty-day period before the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend date on which the Registration Statement was filed by with the Company pursuant to SEC and the preceding sentence, if such denominator of which is thirty. If the Registration Statement has not been declared effective but by the Commission at SEC on or before June 21, 2002, the time, Company shall issue to register additional each Holder a Registration Warrant to acquire that number of shares of Common Stock into which equal to ten percent (10%) of the Debentures as provided above may be convertednumber of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof), or (b) if such after June 21, 2002, that the Registration Statement has not been declared effective by the Commission at SEC, the Company shall issue to each Holder a Registration Warrant to acquire that time, file with the Commission an additional Registration Statement to register such additional number of shares of Common Stock. Stock equal to (bA) In ten percent (10%) of the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of Common Stock issuable on exercise of the principal amount and Warrants issued to that Holder, multiplied by (B) a fraction, the accrued interest on numerator of which is the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the Commission SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a) to the contrary, with respect to New Registrable Securities: The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all New Registrable Securities, subject to consent of the Investors holding at least a majority of the New Registrable Securities) or (B) an amendment to the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the New Registrable Securities for resale by, and for the account of, the Holders of New Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Registration Statement, as the case may be, is referred to herein as the "2.01 Second Registration Statement"). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the New Registrable Securities (aA) are sold and (B) can be sold by all the Holders of New Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall issue to each Holder of New Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Second Registration Warrant")), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of New Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of New Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof), after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of New Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. (a) Registration is mandatory : Parent shall prepare and file with the SEC as soon as practicable, but in no event later than the thirtieth (i30th) On or prior to day following the issuance of the Debentures pursuant to the Line of Credit Agreementdate hereof, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon Common Stock issued to certain Holders on the conversion date hereof pursuant to the terms of the Debentures to be declared effective Purchase Agreement and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the maximum number of shares of Common Stock issuable issuable, in Parent’s discretion, upon the conversion of all outstanding Debentures based upon the Bid Price redemption of the Xxxxx Brothers Units assuming that, upon vesting of the Xxxxx Brothers Units in whole or in part, (i) each Holder elects to redeem all of his or her Xxxxx Brothers Units, once vested, pursuant to the terms of the Xxxxx Brothers Operating Agreement and his or her Employment Agreement, and ｢(ii) Parent elects to deliver Common Stock in lieu of having Xxxxx Brothers pay cash upon redemption of the vested Xxxxx Brothers Units. Parent shall use its commercially reasonable efforts to cause the Registration Statement required to be filed pursuant to this Section 1.2(a) to become effective as soon as practicable, but in no event later than the ninetieth (90th) day following the date of the initial filing with the SEChereof. (iib) In Parent shall be obligated to maintain the event that the Registration Statement does not at any time cover the requisite number effectiveness of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed pursuant to Section 1.2(a) until the earlier of (A) the sale by the Company Holders of all Registrable Securities covered by the Registration Statement pursuant to the preceding sentenceterms of the Registration Statement or (B) such time as all of the Registrable Securities may be sold immediately pursuant to Rule 144 under the Act. (c) It is understood that the Xxxxx Brothers Units will vest in three tranches on each of the first three (3) anniversaries of the Closing Date (each a “Tranche” and collectively, the “Tranches”). Notwithstanding Section 1.2(b), if (A) the registration rights of the Investors have terminated pursuant to Section 1.10 and (B) Parent is no longer eligible to use Form S-3, in lieu of maintaining the effectiveness of a Registration Statement as described in Section 1.2(b), Parent may choose to use its commercially reasonable efforts to have an appropriate Registration Statement for the resale of the Registrable Securities related to a vested Tranche declared effective prior to the vesting date for such Tranche. Parent shall be obligated to maintain the effectiveness of a Registration Statement with respect to the Registrable Securities related to each vested Tranche until the earlier of (A) the sale by the Management Employees of all such Registrable Securities covered by the Registration Statement related to a particular vested Tranche pursuant to the terms of the Registration Statement or (B) the date on which all of such Registrable Securities may be sold immediately pursuant to Rule 144 under the Act. (d) Any Registration Statement filed hereunder, to the extent allowable under the Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement has not been declared effective but the Commission at the time, to register also covers such indeterminate number of additional shares of Common Stock into which the Debentures as provided above may be convertedbecome issuable as a result of stock splits, stock dividends or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stocksimilar transactions. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to January 29, 1999, file with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the Registrable Securities issuable upon the conversion sum of the Debentures (x) a number of shares of Common Stock equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date assuming a Conversion Percentage (as defined in the Certificate of Designations) of 92% (and determined without regard to the limitations on conversion contained in the Subscription Agreement and the Certificate of Designations) PLUS (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in Section 4(m) of the Common Stock upon Subscription Agreement, the date proviso to the second sentence of Section 10(a) of the initial filing with Certificate of Designations, and Section 1.1(b) of the SEC. (iiWarrants) In and the event that the Registration Statement does not at any time cover the requisite number resale of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common Stock, Stock as provided the Company shall in 2.01 (a) (i)its discretion determine to register to permit the issuance of Dividend Shares and the resale of the shares of Common Stock issuable upon conversion thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and Dividend Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement has as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not been declared effective but include securities to be sold for the Commission at account of any selling security holder other than (i) the timeInvestors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement, to register additional (ii) 60,000 shares of Common Stock into which the Debentures as provided above may to be converted, or issued in connection with a certain software license agreement and (biii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional 100,000 shares of Common StockStock issuable upon the exercise of warrants to be issued to certain placement agents, investment banking firms and/or financial consultants in connection with the transactions contemplated by the Subscription Agreement. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month Form S-4 or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of the Registrable Securities issuable upon the conversion a number of the Debentures shares of Common Stock at least equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Shares and the Warrants, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full and the Warrants were exercised in full (and determined without regard to the restriction in the proviso to the second sentence of Section 10(a) of the Common Stock upon Certificate of Designations) on the date of the initial filing with the SEC. (ii) In the event that of the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after SEC and as if the Preferred Shares were convertible and the Warrants were exercisable on such date, a and which Registration Statement covering shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, as provided stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares in accordance with the terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and exercise in full of the Warrants and Warrants which may be issued upon conversion of the unconverted Preferred Shares, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement has not been declared effective but as they shall have with respect to the Commission at initial Registration Statement required to be filed by the time, Company pursuant to register additional this Section 2(a). The Registration Statement required to be filed pursuant to this Section 2(a) may also cover the resale (i) by the person referred to in Section 3(m) of the Subscription Agreement and its transferees of Common Stock issuable upon the exercise of certain warrants issued to such person in connection with the transactions contemplated by the Subscription Agreement and (ii) of any of the shares of Common Stock into which the Debentures as provided above may be converted, or (bcovered by items 1 through 13 of Schedule 3(b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Subscription Agreement.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the Registrable Securities issuable upon the conversion sum of the Debentures (x) a number of shares of Common Stock equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 205% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificates of Designations) on the Common Stock upon the date of the initial filing with the SEC. SEC Filing Date plus (iiy) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Common Stock, as provided in 2.01 (aSection 10(a) (iof the Certificates of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover 120% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement has as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not been declared effective but include securities to be sold for the Commission at account of any selling securityholder other than (i) the timeInvestors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement, (ii) Foothill Capital Corporation with respect to register additional 325,000 shares of Common Stock into which the Debentures as provided above may be converted, or issuable upon exercise of outstanding warrants and (biii) if such Registration Statement has been declared effective by the Commission at that time, file Reedland Capital Partners with the Commission an additional Registration Statement respect to register such additional 100,000 shares of Common StockStock issuable upon exercise of Warrants issuable in connection with the transactions contemplated by the Subscription Agreement. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount"Form S-4 or Form S-8; provided, however, that this Section 2(a)(2) for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective shall not apply to a registration statement filed by the Commission Company after the SEC Filing Date with respect to a transaction covered by clause (z) of Section 4(i)(2) of the "2.01 (a)Subscription Agreement in which the Company proposes to register at least $10,000,000 of its equity securities.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-1 (or Form S-3, if the Company is eligible to use such form), which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the Registrable Securities greater of (A) 1,800,000 shares of Common Stock or (B) the sum of (x) the number of Common Shares PLUS (y) the number of Warrant Shares issuable upon the conversion exercise in full of the Debentures Callable Warrant PLUS (z) the number of Warrant Shares equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price exercise of the Common Stock upon Class A Warrant, determined as if the date of First Adjustment Date (as defined in the initial filing Class A Warrant) occurred on the Closing Date and the Class A Warrant was otherwise exercised in full for cash in accordance with the SEC. terms thereof on the Trading Day prior to the SEC Filing Date (ii) In in each case determined without regard to the event that limitations on beneficial ownership contained in the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (iWarrants). If at any time the number of shares of Common Stock into included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover all of the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 30 days after such insufficiency shall occur (or, if later, 30 days after the date upon which the Debentures may be converted exceeds Company first becomes eligible to file a Registration Statement therefor if such ineligibility resulted from the aggregate indeterminate number of shares of Common Stock), the Company shall file with the SEC an additional Registration Statement on Form S-1 (or Form S-3, if the Company is eligible to use such form) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock then registeredas shall be sufficient to permit such exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter, and in any event by the Company shall, within thirty (30) days after receipt 90th day following notice that such Registration Statement is required. For all purposes of a written notice from the Investor, either (a) amend this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). Without the written consent of Common Stockthe Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Investors and the holders of the registration rights described in Schedule 11(a). (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any Registrable SecuritiesSecurities hereunder, as provided in Section 2.01 (a) (i), then the Company shall pay not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (v) to holders of registration rights described in Schedule 11(a), (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by the Company and outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering underwritten on a firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity (A) which is engaged in a business similar, complementary or related to the business of the Company or (B) pursuant to which the Company issues securities with the primary purpose to directly or indirectly acquire, license or otherwise become entitled to use technology relevant to or useful in the Company's business, so long as in each case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Investor an amount equal to two 2% percent promptly after adoption) duly approves such transaction in accordance with its duties under applicable law (each of the principal amount and the accrued interest on the Debentures (the forgoing transactions a "Outstanding AmountBoard Approved Transaction") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused file with the United States Securities and Exchange Commission ("SEC"), on the date which is fourteen (14) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 2,956,236 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Registrable Securities issuable upon included in the conversion Initial Registration Statement shall be registered on behalf of the Debentures Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least five (5) business days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective and by the Company shall cause the Registration Statement to remain effective until SEC does not include all of the Registrable Securities have been sold. The Registration Statement shall cover no less than (any such shares that are not included being the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i"UNCOVERED SHARES"), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common StockSEC, as provided soon as practicable, but in 2.01 any event prior to the fourteenth (a14th) calendar day after becoming aware of the existence of any Uncovered Shares (isuch date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement filed by effecting a registration of the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, Uncovered Shares or (b) if such a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement has been declared effective by (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Commission Initial Investors and their counsel for review and comment at that time, file with least three (3) business days prior to its filing or other submission. The Company shall use all commercially reasonable efforts to cause each of the Commission an additional Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to register such additional shares of Common Stockbecome effective as soon as practicable after the filing thereof. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare and file with the SEC, as soon as possible after the Closing Date and no later than ten (10) days following the Closing Date (the "Required Filing Date"), either a Registration Statement or prior an amendment to an existing Registration Statement, in either event registering for resale by the issuance Investors 9,932,904 shares of Common Stock in order that the Investors may sell the Registrable Securities. The Registration Statement (W) shall include only the Registrable Securities and shares to be issued upon the exercise of warrants to purchase Common Stock issued in connection with the sale of the Debentures pursuant to and (X) shall also state that, in accordance with Rule 416 and 457 under the Line Securities Act, it also covers such indeterminate number of Credit Agreement, the Company shall have caused a Registration Statement covering the resale additional shares of the Registrable Securities Common Stock as may become issuable upon the conversion of the Debentures 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 and on a date no later than sixty (60) days after the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than Closing Date. (ii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock issuable upon represented by the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, issued or to be issued as provided in 2.01 (a) (i)contemplated by the Transaction Agreements, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (aX) amend the relevant Registration Statement filed by the Company pursuant to the preceding sentenceprovisions of this Section 2, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional shares two hundred percent (200%) of Common Stock into which such Registrable Shares, computed as contemplated by the Debentures as provided above may be convertedimmediately preceding subparagraph (i), or (bY) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement (an "Additional Registration Statement") to register two hundred percent (200%) of the shares of Common Stock represented by the Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already registered. If the Company has insufficient authorized but unissued shares to satisfy the foregoing commitment, the Company will use its reasonable best efforts to first solicit the consent of the holders of a majority of its outstanding shares entitled to vote thereon to increase the number of shares of the Company's common stock to the amount required to be registered under this Section 2(a)(ii), then promptly to file an information statement with respect to such increase in authorized shares with the SEC and as promptly as permitted thereafter to send the information statement to all of the stockholders of the Company who did not so consent. The Company will thereafter use its reasonable best efforts to include the additional shares of Common Stock. (b) In Stock so authorized to be included in the event that the amended Registration Statement referred to in Section 2.01 (a) (i) does not cover or the requisite number of Registrable SecuritiesAdditional Registration Statement, as provided in Section 2.01 (a) (i)the case may be, then and to cause the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the amended Registration Statement is or the Additional Registration Statement, as the case may be, to be declared effective by as promptly as possible and in no event later than (90) days after the Commission (the "2.01 (a)Increased Registered Shares Date.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Issuance Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Holder of the Registrable Securities issuable upon the conversion a number of the Debentures shares of Common Stock at least equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price exercise of the Common Stock upon Warrants, determined as if the Warrants were exercised in full on the date of filing of the initial filing Registration Statement with the SEC. (ii) In the event that the , and which Registration Statement does not at any time cover shall state that, in accordance with Rule 416 under the requisite Securities Act, such Registration Statement also covers such indeterminate number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of additional shares of Common StockStock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, as provided in 2.01 (a) (i)stock dividends or similar transactions. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on exercise in full of the Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement has not been declared effective but as they shall have with respect to the Commission at initial Registration Statement required to be filed by the timeCompany pursuant to this Section 2(a). The Registration Statement required to be filed pursuant to this Section 2(a) may also cover the resale (i) by Advantage Fund II Ltd., to register additional a British Virgin Island corporation ("Advantage"), and its transferees of shares of Common Stock into which issuable to such investor (x) upon the Debentures as provided above may be converted, or conversion of shares of preferred stock purchased by Advantage on the date hereof and (by) if such Registration Statement has been declared effective by upon the Commission at that time, file with the Commission an additional Registration Statement exercise of warrants to register such additional purchase shares of Common Stock. Stock issuable upon conversion of such preferred stock, and (bii) In any of the event shares of Common Stock covered by items 1 through 13 of Schedule 3(b) to that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number certain Subscription Agreement, dated as of Registrable SecuritiesDecember 3, as provided in Section 2.01 (a) (i)1997, then between the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Advantage.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty (30) days after such datefollowing the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement covering on Form S-3 registering for resale by the Investor a sufficient number of shares of Common StockStock for the Initial Investors (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as provided may become issuable upon conversion of the Debentures and the exercise of the Warrants resulting from adjustment in 2.01 (a) (ithe Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Debenture may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common StockStock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, in the view of the staff, such registration would constitute a primary offering by the Company, then the Company shall have an additional one hundred twenty (120) days in which to amend such registration statement to another available form. Payments by the Company. (bi) In the event that If the Registration Statement referred covering the Registrable Securities is not filed in proper form with the Securities and Exchange Commission within thirty (30) days after the Closing, the Company will make payment to the Initial Investor in the amount of $500 per day for each $10,000 in principal amount of Debentures for each day thereafter until such Registration Statement, in proper form, is filed with the Securities and Exchange Commission. (ii) If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2.01 2(a) hereof is not effective by ninety (a90) days following the initial Closing Date (i) does not cover the requisite number of Registrable Securities, except as provided in Section 2.01 (a) (iby the last sentence of section 2a), then the Company shall pay will make payments to the Initial Investor an in such amounts and at such times as shall be determined pursuant to this Section 2(b). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, and such amount shall be equal to two 2% and one-half (2 1/2) percent of the principal amount purchase price paid by the Initial Investor for all Debentures then purchased and outstanding pursuant to the accrued interest on Securities Purchase Agreement for any period from the Debentures (Initial Date to the "Outstanding Amount") for first Computation Date, and to each month or portion thereof and continuing each amount month thereafter until Computation Date thereafter, to the date the Registration Statement is declared effective by the Commission SEC (the "2.01 (aPeriodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:

Mandatory Registration. The Company shall prepare and use its ---------------------- best efforts to file with the United States Securities and Exchange Commission (a) Registration is mandatory : (i) On "SEC"), on or prior to the issuance of date (the Debentures pursuant to "Filing Date") which is twenty (20) days after the Line of Credit First Closing Date (as defined in the Securities Purchase Agreement, the Company shall have caused "First Closing Date") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of least 3,981,195 Registrable Securities, as provided in 2.01 which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (a) (iincluding Rule 416), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if state that such Registration Statement has not been declared effective but the Commission at the time, to register also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedand exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (bii) if such Registration Statement has been declared effective by reason of reductions in the Commission at that time, file Conversion Price of the Debentures or the Exercise Price of the Warrants in accordance with the Commission an additional Registration Statement terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price of the Debentures to register such additional shares decrease to the extent the bid price of the Common Stock. (b) In the event that Stock decreases. The Registrable Securities included in the Registration Statement referred shall be allocated to the Investors as set forth in Section 2.01 11(k) hereof. The Registration Statement (aand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of) the Initial Investors and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance date which is 15 days after the date of the Debentures pursuant to closing under the Line of Credit AgreementSubscription Agreement (the "Closing Date"), file with the Company shall have caused SEC a Registration Statement on Form S-1 covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of at least _______* shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of as Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a which Registration Statement covering shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, as provided stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares and the exercise price of the Warrants in accordance with the respective terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and the unexercised Warrants, then registeredpromptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-1 (30which shall ------------------------- * Insert total number of shares issuable upon (1) exercise of Warrants into number of shares equal to the conversion shares set forth in (2) divided by 5 and (2) conversion of the Preferred Stock at lesser of (x) 80% of average closing bid prices for 5 trading days after receipt of or (y) $3.375. not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement required to be filed pursuant to the first sentence of this Section 2(a)) or other applicable form covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty (30) days after such datefollowing the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement covering on Form S-3 registering for resale by the Investor a sufficient number of shares of Common StockStock for the Initial Investors (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as provided may become issuable upon conversion of the Debentures and the exercise of the Warrants resulting from adjustment in 2.01 (a) (ithe Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Debenture may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common Stock. (b) In Stock into which the event Debenture may be converted that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securitiesshares of Common Stock already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, as provided in Section 2.01 (a) (i)the view of the staff, such registration would constitute a primary offering by the Company, then the Company shall pay have an additional sixty (60) days in which to the Investor an amount equal amend such registration statement to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)another available form.

Mandatory Registration. (a) Registration is mandatory :Except as described in section 2.1(b): (i) On The Company shall prepare and file with the SEC on or prior before May 7, 2002 (the “Filing Deadline”) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to the issuance effect a registration of all Registrable Securities, subject to consent of the Debentures pursuant to Investors holding at least a majority of the Line Registrable Securities) for the purpose of Credit Agreement, registering under the Company shall have caused a Registration Statement covering the resale Securities Act all of the Registrable Securities issuable upon for resale by, and for the conversion of account of, the Debentures to be declared effective and Holders as selling stockholders thereunder (the “Registration Statement”). The Company shall use best efforts to cause the Registration Statement to remain become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all of the Registrable Securities have been sold(A) are sold and (B) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the “Registration Withdrawal Date”. (ii) If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall cover no less than issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Registration Warrant”)), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price on exercise of the Common Stock upon the date of the initial filing with the SECWarrants issued to that Holder. (iiiii) In At the event end of each thirty (30) day period (or a portion thereof) after May 7, 2002, that the Registration Statement does has not at any time cover been filed with the requisite number of Registrable Securities, as provided in 2.01 (a) (i)SEC, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, issue to each Holder a Registration Statement covering the Warrant to acquire that number of shares of Common Stock, as provided in 2.01 Stock equal to (aA) ten percent (i). If at any time 10%) of the number of shares of Common Stock into issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, days during such thirty-day period before the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend date on which the Registration Statement was filed by with the Company pursuant to SEC and the preceding sentence, if such denominator of which is thirty. (iv) If the Registration Statement has not been declared effective but by the Commission at SEC on or before June 21, 2002, the time, Company shall issue to register additional each Holder a Registration Warrant to acquire that number of shares of Common Stock into which equal to ten percent (10%) of the Debentures as provided above may be convertednumber of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof), or (b) if such after June 21, 2002, that the Registration Statement has not been declared effective by the Commission at SEC, the Company shall issue to each Holder a Registration Warrant to acquire that time, file with the Commission an additional Registration Statement to register such additional number of shares of Common Stock. Stock equal to (bA) In ten percent (10%) of the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of Common Stock issuable on exercise of the principal amount and Warrants issued to that Holder, multiplied by (B) a fraction, the accrued interest on numerator of which is the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the Commission SEC and the denominator of which is thirty. (b) Notwithstanding anything contained in section 2.1(a) to the "2.01 contrary, with respect to New Registrable Securities: (ai) The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all New Registrable Securities, subject to consent of the Investors holding at least a majority of the New Registrable Securities) or (B) an amendment to the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the New Registrable Securities for resale by, and for the account of, the Holders of New Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Registration Statement, as the case may be, is referred to herein as the “Second Registration Statement”). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the New Registrable Securities (A) are sold and (B) can be sold by all the Holders of New Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. (ii) If the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall issue to each Holder of New Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Second Registration Warrant”)), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (iii) At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of New Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. (iv) If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of New Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof), after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of New Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and file with ---------------------- the SEC, no later than Xxxxx 00, 0000 (xx Deloitte & Touche provides its consent for the incorporation by reference of its report covering the Company's March 31, 1997 Financial Statements), or May 31, 1998 (if Deloitte & Touche does not provide the foregoing consent), either a Registration Statement covering on Form S-3 registering for resale by the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the Investor a sufficient number of shares of Common Stock issuable upon for the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with Investor (or such lesser number as may be required by the SEC. (ii) In the , but in no event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later less than thirty (30) days after such date, a Registration Statement covering the number of Conversion Shares into which the Preferred Stock would be convertible and the number of Warrant Shares into which the Warrants would be exercisable at the time of filing of the Form S-3), or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and Rule 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants resulting from adjustment in the conversion price, as provided in 2.01 (a) (i)or to prevent dilution resulting from stock splits, or stock dividends. If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted or the Warrants are exercisable, exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) 15 business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, sentence if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may be convertedconverted or the Warrants are exercisable, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common Stock. (b) In Stock into which the event Preferred Stock may be converted, or the Warrants are exercisable, that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securitiesshares of Common Stock already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, as provided in Section 2.01 (a) (i)the view of the staff, then such registration would constitute a primary offering by the Company, than the Company shall pay have an additional 30 days in which to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the amend such Registration Statement is declared effective by the Commission (the "2.01 (a)to another available form.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 20 days after the Debentures pursuant to Execution Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which on the SEC Filing Date covers the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to at least the number of Conversion Shares issuable upon to the conversion Buyer under the Note, determined as if the Note, together with accrued and unpaid interest, were converted in full on the SEC Filing Date as if such SEC Filing Date were the Closing Date (determined without regard to the limitation contained in the second sentence of all outstanding Debentures based upon the Bid Price Section 2.1 of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (iNote), and the Company shall prepare and file with the Commission, no later than thirty (30) days after resale of such date, a Registration Statement covering the additional number of shares of Common StockStock as the Company shall in its discretion determine to register in connection with the issuance of the Interest Shares, as provided Registrable Securities, and which Registration Statement shall state that, in 2.01 (aaccordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Note to prevent dilution resulting from stock splits, stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as shall be issuable upon conversion of the Note based on changes from time to time in the conversion price thereof, and without limiting the rights of the holder of the Note to have all or a portion of the Note redeemed pursuant to Section 2.4(b) (i). If of the Note, at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted portion of the Note (after taking into account any redemptions pursuant to Section 2.4(b) of the Note), then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 8(a), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stockthe initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (b2) In Prior to the event that SEC Effective Date and during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of Registrable Securitiesany Shares, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount effectiveness of any other registration statement previously filed with the SEC other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the accrued interest Company is required to file or as to which the Company is required to request acceleration pursuant to any obligation in effect on the Debentures (Execution Date. The Company's obligation to register the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective Registrable Securities under this Section 8 shall constitute a registration pursuant to a demand registration right held by the Commission (the "2.01 (a)Investors.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and, on or before the twentieth (20th) day following the Closing Date (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the at least 1,010,000 Registrable Securities issuable upon the conversion (200% of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the maximum number of shares of Common Stock issuable upon the full conversion of all outstanding Debentures or otherwise with respect to the Preferred Stock (based on the Conversion Price (as defined in the Certificate of Designation) in effect on the Closing Date), plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Warrants), which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of reductions in the Conversion Price of the Preferred Stock in accordance with the terms thereof (including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent the Closing Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (idecreases). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if The Registrable Securities initially set forth in such Registration Statement has not been declared effective but shall be allocated to the Commission at the time, to register additional shares of Common Stock into which the Debentures Investors as provided above may be converted, or (bset forth in Section 11(k) if such hereof. The Registration Statement has been declared effective by the Commission at that time(and each amendment or supplement thereto, file with the Commission an additional Registration Statement and each request for acceleration of effectiveness thereof) shall be provided to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of) the Initial Investors and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 60 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 (or, if the Company does not meet the requirements of Form S-3, then on Form S-1 or another appropriate form) which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to (1) if Rule 416 under the Registrable Securities issuable upon 1933 Act is applicable to the conversion of Note, the Debentures to be declared effective Interest Notes, the Preferred Shares, and the Company shall cause Dividend Shares, the Registration Statement to remain effective until all sum of the Registrable Securities have been sold. The Registration Statement shall cover no less than (x) the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Note and the Preferred Shares, determined as if the Note and the Preferred Shares, together with accrued and unpaid interest and dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the limitations on conversion contained in the Note or the Statement of Resolution or the limitations on beneficial ownership contained in Section 2.1 of the Note and in the proviso to the second sentence of Section 10(a) of the Statement of Resolution), plus (y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare in its discretion determine to register to permit the issuance of Interest Notes and file Dividend Shares and the resale of the shares of Common Stock issuable upon conversion thereof, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Note, the Preferred Shares, the Interest Notes, and the Dividend Shares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with the Commissionterms thereof and the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register to permit the issuance of Interest Notes and Dividend Shares and the resale of the shares of Common Stock issuable upon conversion thereof; or (2) if Rule 416 under the 1933 Act is not applicable to the Note and the Series D Preferred Stock, no later than thirty the sum of (30x) days after such date, a Registration Statement covering number of shares of Common Stock equal to 175% of the number of shares of Common StockStock issuable upon conversion of the Note and the Preferred Shares, determined as provided if the Note and the Preferred Shares, together with accrued and unpaid interest and dividends thereon, were converted in 2.01 full on the SEC Filing Date (aand determined without regard to the limitations on conversion contained in the Note or the Statement of Resolution or the limitations on beneficial ownership contained in Section 2.1 of the Note and in the proviso to the second sentence of Section 10(a) of the Statement of Resolution) plus (i)y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register to permit the issuance of Interest Notes and Dividend Shares and the resale of the shares of Common Stock issuable upon conversion thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Note, Interest Notes, Preferred Shares and Dividend Shares or the unexercised portion of the Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3 or, within thirty if the Company does not meet the requirements of Form S-3, then on Form S-1 or another appropriate form (30) days after receipt of in any such case which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2, which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the Registrable Securities issuable upon the conversion sum of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than (x) the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Common Stock upon Certificate of Designations), plus (y) the date number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the initial filing with Warrants) and the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number resale of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common StockStock as the Company shall in its discretion determine to register in connection with the conversion of Dividend Shares, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as provided may become issuable upon conversion of the Preferred Shares and Dividend Shares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and Dividend Shares or the unexercised portions of Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3, within thirty or, if Form S-3 is not available, Form S-1 or S-2 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. The Company shall prepare, and within ten (a10) Registration days after the Closing Date (as that term is mandatory : (i) On or prior to the issuance defined in Section 7 of the Debentures pursuant Stock Purchase Agreement) file with the SEC, an amendment to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all on Form S-1 (File No. 333-_________) covering at least an aggregate of _____ shares of Common Stock for the Registrable Securities have been sold. The Registration Statement shall cover Initial Investors (or such lesser number as may be required by the SEC, but in no event less than 175% of the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form S-1), and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 under the Securities Act it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of all outstanding Debentures based upon the Bid Price of Preferred Stock resulting from adjustment in the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesConversion Price, as provided in 2.01 (a) (i)or to prevent dilution resulting from stock splits, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (istock dividends or similar event). If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registeredcovered by the Registration Statement on Form S-1, referred to in the preceding sentence, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the such Registration Statement filed by the Company pursuant to the preceding sentenceStatement, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-1 to register such additional the shares of Common Stock into which the Preferred Stock may be converted that exceed such number of shares of Common Stock already registered. The Initial Investor acknowledges that such Registration Statement will also cover additional shares required to be registered pursuant to the Certificate of Designation of the Series B Preferred Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : The Company shall (i) On prepare, and on or prior to December 1, 1996, file with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 covering the resale of the at least 770,000 shares of Common Stock as Registrable Securities (ii) prepare, and on or prior to January 1, 1997 file with the SEC a Registration Statement on Form S-3 covering the resale of at least 1,160,000 shares of Common Stock as Registrable Securities, and which Registration Statements shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statements also cover such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Debentures Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares and the exercise price of the Warrants in accordance with the respective terms thereof. If at any time after January 1, 1997 the number of shares included in the Registration Statements required to be declared effective and filed as provided in the Company first sentence of this Section 2(a) shall cause not be sufficient to cover the Registration Statement to remain effective until all resale of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the on conversion of all outstanding Debentures based upon the Bid Price in full of the Common Stock upon unconverted Preferred Shares and the date of the initial filing with the SEC. (ii) In the unexercised Warrants, then promptly, but in no event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i)later than 15 days after such insufficiency shall occur, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to any Registration Statement required to be filed pursuant to the first sentence of this Section 2(a) or other applicable form covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the such number of shares of Common Stock into which as shall be sufficient to cover the Debentures may resale of the shares acquired upon such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend deemed to be the Registration Statement required to be filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in this Section 2.01 (a2(a) (i) does not cover the requisite number of Registrable Securitiesor (ii), as provided in the case may be, and the Company and the Investors shall have the same rights and obligations (other than Section 2.01 2(c) hereof) with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a)(i) or (a) (iii), then as the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)case may be.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance of date (the Debentures pursuant "FILING DATE") which is forty-five (45) days after the closing date with respect to the Line of Credit AgreementFirst Closing under the Securities Purchase Agreement (the "FIRST CLOSING DATE"), file with the Company shall have caused SEC a Registration Statement on Form S-3, if eligible, or on Form SB-2 or Form S-1 (or, if Form SB-2 or Form S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities Securities, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of or otherwise pursuant to the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all Preferred Shares (including, but not limited to, shares issued or issuable upon exercise of the Registrable Securities have been soldInvestment Options) and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of (i) the aggregate number of Conversion Shares that are then issuable upon the conversion of all outstanding Debentures based or otherwise pursuant to the Preferred Shares (including upon the Bid Price exercise of the Common Stock upon Investment Options under the date Preferred Shares) (in each case based on the lesser of Variable Conversion Price and the initial filing with Fixed Conversion Price (each as defined in the SEC. Certificates of Designation) then in effect) and (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, Warrant Shares issuable upon exercise of or otherwise pursuant to the Warrants (based on the Exercise Price (as provided defined in 2.01 (athe Warrants) (ithen in effect), in each case without regard to any limitation on the Investor's ability to convert the Preferred Shares or exercise the Warrants. The Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares issuable upon conversion of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company or otherwise pursuant to the preceding sentence, if such Preferred Shares (including exercise of the Investment Options under the Preferred Shares) and upon exercise of or otherwise pursuant to the Warrants. The Registration Statement has not been declared effective but the Commission at the time(and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of) the Initial Investors and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance of date (the Debentures pursuant to "Filing Date") which is forty-five (45) days after the Line of Credit Closing Date (as defined in the Purchase Agreement), file with the Company shall have caused SEC a Registration Statement covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities issuable upon the conversion of the Debentures to be declared effective Act and the Company rules and regulations promulgated thereunder (including Rule 416), shall cause the state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) with respect to remain effective until all the Draw Down Shares and Warrant Shares and (ii) upon exercise of or otherwise pursuant to the Registrable Securities have been soldWarrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than the sum of (x) the aggregate number of Draw Down Shares issuable pursuant to the Purchase Agreement (assuming that $250,000,000 of Draw Down Shares were to be issued at a price equal to the VWAP (as defined in the Purchase Agreement) on the Closing Date) and (y) one hundred twenty percent (120%) of the aggregate number of Warrant Shares that are issuable upon the conversion exercise of all outstanding Debentures based upon or otherwise pursuant to the Bid Price of Warrants, without regard to any limitation on the Common Stock upon Company's ability to effect Draw Downs under the date of Purchase Agreement or on the initial filing with Investor's ability to exercise the SEC. (ii) In the event Warrants. The Company acknowledges that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares issuable under the Purchase Agreement and upon exercise of Common Stock into which or otherwise pursuant to the Debentures may Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be converted exceeds provided to and subject to the aggregate number approval of shares the Initial Investor and its counsel prior to its filing or other submission. The Company shall provide the Initial Investor and its counsel with a copy of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant and any pre- or post-effective amendment thereto not less than seven (7) business days prior to the preceding sentence, if such Registration Statement has intended filing date and shall provide copies of any supplements not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or less than two (b2) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay business days prior to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)intended filing date.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 15 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 covering the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the Buyer upon the conversion of all outstanding Debentures based upon the Bid Preferred Shares, determined at the Conversion Price of which is applicable on the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that day the Registration Statement does not at any time cover is filed with the requisite number SEC (and determined without regard to the limitation on beneficial ownership contained in the second sentence of Registrable Securities, as provided in 2.01 (aSection 10(a) (iof the Certificate of Designations), and Warrant Shares issuable upon exercise of the Company shall prepare Warrants, and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common StockStock as the Company shall in its discretion determine to register in connection with the issuance of shares of Common Stock as a dividend on the Preferred Shares and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as provided may become issuable upon conversion of the Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as shall be issuable upon conversion of the Preferred Shares based on changes from time to time in 2.01 (a) (i). If the Conversion Price such that at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares, then registeredpromptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that nothing in this Section 8(a) shall limit the rights of the holder of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 12 of the Certificate of Designations. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 8(a), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stockthe initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. The Company shall prepare, and, on or before the sixtieth (a60th) Registration is mandatory : (i) On or prior to day following the issuance date of the Debentures pursuant to Closing under the Line of Credit AgreementSecurities Purchase Agreement (the "FILING DATE"), file with the Company shall have caused SEC a Registration Statement covering the resale on Form S-1 (or, if Form S-1 is not then available, on such form of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement as is then available to remain effective until effect a registration of all of the Registrable Securities have been sold. The required to be included in such Registration Statement shall cover no less than Statement, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 165% (and on and after the date the Stockholder Approvals are received, 200%) of the maximum number of shares of Common Stock issuable upon the conversion full exercise of all outstanding Debentures or otherwise with respect to the Prepaid Warrants issued at the Closing (based upon the Bid lowest Exercise Price thereunder), plus 100% of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares of Common Stock into which issuable upon the Debentures may be converted exceeds full exercise of the aggregate number of shares of Common Stock then registered, Incentive Warrants issued at the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Closing). The Registration Statement filed by the Company pursuant hereunder, to the preceding sentenceextent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), if shall state that such Registration Statement has not been declared effective but the Commission at the time, to register also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon exercise of the Debentures as provided above may be convertedWarrants to prevent dilution resulting from stock splits, stock dividends or (b) if such similar transactions. The Registrable Securities included in any Registration Statement has been declared effective by filed hereunder shall be allocated to the Commission at that time, file with the Commission an additional Investors as set forth in Section 11(k) hereof. The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of) the Initial Investors and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of the Registrable Securities issuable upon the conversion a number of the Debentures shares of Common Stock at least equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures the Preferred Shares and the number of Dividend Shares issuable thereon (based upon on the Bid Price market price of the Common Stock upon at the date of time the initial filing Registration Statement is filed with the SEC. ) assuming the Initial Investor does not sell or convert any shares of Series B Preferred Stock or Series C Preferred Stock for two years after the Closing Date, determined as if the Preferred Shares and such number of Dividend Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (iiand determined without regard to the limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) In of the event that Certificate of Designations) based on a Conversion Price computed from the Average Market Price and a Conversion Percentage (as such terms are defined in the Certificate of Designations) of 87.5%, and which Registration Statement does not at any time cover shall state that, in accordance with Rule 416 under the requisite Securities Act, such Registration Statement also covers such indeterminate number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Shares and Dividend Shares to prevent dilution resulting from stock splits, as provided stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and Dividend Shares, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)first

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to The Company shall prepare, and, as soon as practicable after the issuance of first closing under the Debentures pursuant to the Line of Credit Securities Purchase Agreement, but in no event later than the Company shall have caused sixtieth (60th) day following such closing, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the maximum number of shares of Registrable Securities issuable upon the full conversion of, or as dividends on, the Preferred Stock and the full exercise of the Debentures to be declared effective and Warrants comprising 6,300 Units (assuming a conversion price based on 81% of the closing sales price of the Common Stock as reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such closing). The Company shall prepare, and, as soon as practicable after each additional closing under the Securities Purchase Agreement, but in no event later than the sixtieth (60th) day following each of such closings, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company shall cause the Registration Statement a notice pursuant to remain effective until all Section 3(b) hereof, at least 200%) of the Registrable Securities have been sold. The Registration Statement shall cover no less than the maximum number of shares of Common Stock Registrable Securities issuable upon the full conversion of, or as dividends on, the Preferred Stock and the full exercise of all outstanding Debentures the Warrants comprising the Units issued at such closing pursuant to Section 1(a)(ii)(b), 1(a)(iii) or 1(a)(iv) of the Securities Purchase Agreement, as applicable (assuming a conversion price based upon on 81% of the Bid Price closing sales price of the Common Stock upon as reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of the initial filing with the SEC. (ii) such Closing). In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to this Section 2(a) is on Form S-1, the preceding sentenceCompany shall, (x) no later than the date the Company files each periodic report on Form 10-Q or 10-K, file a prospectus supplement or post-effective amendment to the Registration Statement to include in the Registration Statement such information (including, without limitation, updated financial statements) from the periodic report as is necessary or required to keep the Registration Statement in compliance with the rules of the SEC and this Agreement and (y) within fifteen (15) days of the Company becoming to eligible to register the Registrable Securities on Form S-3, file a new Registration Statement on Form S-3 covering at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the Registrable Securities issuable upon the full conversion of, or as dividends on, the Preferred Stock and the full exercise of the Warrants (based on the conversion and exercise prices thereof then in effect) and cause such Registration Statement has not been to be declared effective but by the Commission at SEC as soon as practicable thereafter, and in no event later than ninety (90) days after the timefiling thereof (such ninetieth (90th) day being the "Second Registration Deadline"). Each Registration Statement filed hereunder, to register the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by Preferred Stock and exercise of the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) Warrants (i) does not cover to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the requisite number Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof. The Registrable Securities, Securities included in any Registration Statement filed hereunder shall be allocated to the Investors as provided set forth in Section 2.01 11(k) hereof. Each Registration Statement filed hereunder (aand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (iand subject to the approval of) the Initial Investors and their counsel prior to its filing or other submission. The Company shall not include any securities (other than Registrable Securities and securities designated on Schedule 3(c) to the Securities Purchase Agreement for possible inclusion on a Registration Statement hereunder) on any Registration Statement filed pursuant to this Section 2(a). In addition, then the Company shall pay not permit any securities of the Company (other than Registrable Securities) to be registered under the Securities Act prior to or at the same time as the registration of the Registrable Securities; provided, however, that the Company may cause the registration of the resale of Common Stock issued or issuable upon conversion of the convertible debentures in an aggregate principal amount of $1,800,000 issued in July 1997 (up to 1,800,000 shares) and in connection with the Company's proposed restructuring of its Series A Cumulative Convertible Preferred Stock and of Common Stock designated on Schedule 3(c) to the Investor an amount equal to two 2% percent Securities Purchase Agreement for possible inclusion in a Registration Statement hereunder at the same time as the registration of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Registrable Securities.