Common use of Mandatory Registration Clause in Contracts

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

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

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

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than as soon as possible after the Required Filing Date, either Closing Date a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum aggregate of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures Notes and all interest thereon through the Maturity Date (as defined in the Notes) would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Notes had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants for the twice the number of shares as are covered by the Warrants actually issued on the Closing Date had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures Notes or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) business days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006sixty (60) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the The aggregate number of shares of Common Stock then registered or sought to be registered for the Investors in a each Registration Statement which has not yet been declared effective, or amendment thereto shall be allocated among the Company shall, upon the written request of the Investor, eitherInvestors on a pro rata basis among them according to their relative Registrable Shares included in such Registration Statement.

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

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

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

Mandatory Registration. (i) The Company shall cause Company Counsel to prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the effective date of the registration statement, as amended, originally filed by the Company on or about November 24, 2004 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures and all interest dividends thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and ), based on the Conversion Price then in effect, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted or if the number of Other Issuable Shares increases, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) shall include only (i) the Registrable Securities and (ii) the Placement Agent Shares (as defined in the Joint Escrow Instructions), and (Y) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. . (ii) The Company and Company Counsel will use its their reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006sixty (60) days after the Required Filing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than SEC by the Required Filing Date, either Date a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures Purchased Shares and all interest dividends thereon through the Maturity Automatic Conversion Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures such Purchased Shares had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest dividends or conversion had in fact occurred as of such date) and ), based on the Conversion Price then in effect, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effective Date, the Conversion Price is to be adjusted, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Placement Agent in connection with the transactions contemplated by the Transaction Agreements, (3) the shares of the Permitted Selling Shareholder listed on Schedule 1 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to one hundred fifty percent (150%) of the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Debentures, including the Additional Debentures, had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including the Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares issued or issuable in connection with the transactions consummated on or about September 8, 2003 (including shares issuable upon the exercise of warrants issued to the Finder in such transaction), (4) shares issuable in connection with a Permitted New Transaction (provided, however, that if not included in the initial filing of the Registration Statement, such shares may be included in a pre-effective amendment only if such inclusion will not substantially delay the effectiveness of the Registration Statement), and (5) the shares issued or issuable by the Company which are identified on SCHEDULE I attached hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. . (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21January 31, 20062004. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than sixty (60) days after the Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Initial Investor, the Registration Statement (W) shall include only the Registrable Securities and the securities listed on Schedule 2 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds seventy percent (70%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than fifty (50) days after the Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements and in connection with the Permitted New Transaction, if any, and (3) the shares issuable to lenders in a Permitted New Transaction, if any, on conversion of the debentures and exercise of the warrants issued in such Permitted New Transaction and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty-five (125) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds seventy percent (70%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date no later than a date (the "Required Filing Date") which is thirty 3 (30) days following the Initial Closing Date, either a Registration Statement on Form SB-2 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (A) into which the Debentures relevant Preferred Stock and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, such Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21ninety (90) days after the Initial Closing Date or thirty (30) days after the relevant Additional Closing Date, 2006as the case may be. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the written request relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register two hundred percent (200%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-2 or other appropriate registration statement form (an "Additional Registration Statement") to register two hundred percent (200%) of the Investorshares of Common Stock represented by the Registrable Shares, eithercomputed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (a "Required Effective Date") which is no later than (Q) with respect to a Registration Statement under clause (X) of this subparagraph (ii), the Required Effective Date contemplated by the immediately preceding subparagraph (i) and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) thirty (30) days after the Increased Registered Shares Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than February 29, 2004 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate number of Purchased Shares and (y) one hundred ten percent of the number of shares into which Warrant Shares covered by the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto Warrants (assuming for such purposes that all Debentures the Warrants had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, and (3) the shares listed on Exhibit 1 hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. . (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21May 15, 20062004. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, Securities issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty-five percent (85%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than ninety (90) days after the Required Closing Date (the "Target Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (xA) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants issued and to be issued as contemplated by the Securities Purchase Agreement at the time of filing of the Registration Statement (assuming for such purposes that all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought registered, the Company shall either (X) amend the relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register, in the aggregate, at least the number of shares (the "Increased Shares Amount") equal to (A)(I) the number of shares theretofore issued on conversion of the Debentures (including any interest paid on conversion by the issuance of Conversion Shares) plus (II) two hundred percent (200%) of the number of shares into which the unconverted Debentures and all interest thereon through the Maturity Date would be convertible at the date of such filing (assuming for such purposes that all such Debentures had been eligible to be registered converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility, accrual of interest, or conversion had in fact occurred as of such date) and (B) the number of shares which would be issued upon exercise of all of the Warrants (assuming for such purposes that all Warrants had been eligible to be exercised and had been exercised in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement (an "Additional Registration Statement") to register the number of shares equal to the excess of the Increased Shares Amount over the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (each, an "Increased Required Effective Date") which is no later than (Q) with respect to a Registration Statement which has not yet been declared effectiveunder clause (X) of this subparagraph (ii), the Company shallInitial Required Effective Date and (R) with respect to an Additional Registration Statement, upon the written request earlier of (I) five (5) days after notice by the Investor, eitherSEC that it may be declared effective or (II) thirty (30) days after the Increased Registered Shares Date. (iii) The aggregate number of shares registered for the Investors in each Registration Statement or amendment thereto shall be allocated among the Investors on a pro rata basis among them according to their relative Registrable Shares included in such Registration Statement).

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), either a Registration Statement on Form S-3 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (xA) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures Preferred Stock and all interest dividends thereon through the Maturity second anniversary of the Closing Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures shares of Initial Preferred Stock and Additional Preferred Stock had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest dividends, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants Warrants, if contemplated by the Securities Purchase Agreement, at the time of filing of the Registration Statement (assuming for such purposes that all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and the shares specifically listed on EXHIBIT 1 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Initial Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought registered, the Company shall either (X) amend the relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register, in the aggregate, at least the number of shares (the "Increased Shares Amount") equal to (A) (I) the number of shares theretofore issued on conversion of the Preferred Stock (including any dividends paid on conversion by the issuance of Conversion Shares) plus (II) two hundred percent (200%) of the number of shares into which the unconverted Preferred Stock and all dividends thereon through the second anniversary of the Closing Date would be convertible at the Increased Registered Shares Date (assuming for such purposes that all such shares of Preferred Stock had been issued, had been eligible to be registered 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) and (B) the number of shares which would be issued upon exercise of all of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible to be exercised and had been exercised in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 or other appropriate registration statement form (an "Additional Registration Statement") to register the number of shares equal to the excess of the Increased Shares Amount over the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (each, an "Increased Required Effective Date") which is no later than (Q) with respect to a Registration Statement which has not yet been declared effectiveunder clause (X) of this subparagraph (ii), the Company shallInitial Required Effective Date and (R) with respect to an Additional Registration Statement, upon the written request earlier of (I) five (5) days after notice by the InvestorSEC that it may be declared effective or (II) forty-five (45) days after the Increased Registered Shares Date. (iii) The provisions of this Agreement apply to Registration Statements for Registrable Securities applicable to transactions consummated on the Additional Closing Date, eitherexcept as the context may otherwise require.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not no later than the Required Filing DateAugust 1, 1998 either a Registration Statement on Form S-3 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (i) into which the Initial Debentures and all interest thereon through the Maturity Date Additional Debentures would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all the maximum Additional Debentures had been issued, issued at such date and that all Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest eligibility or conversion had in fact occurred as of such date) and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the amendment to Form S-3 (assuming for such purposes that the Warrants issued in connection with the purchase and sale of the maximum amount of Debentures had been issued and that all Warrants had been issued, had been eligible to be exercised for exercise the maximum number of shares contemplated thereby and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (i) shall include only the Registrable Securities and (ii) shall also state that, in accordance with Rule Rules 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants resulting from adjustment in the Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Yx) five (5) days after oral or written notice by the SEC that it may be declared effective or (Zy) July 21, 2006. one hundred twenty (ii120) days after the Initial Closing Date. If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the Investor determines that the number of shares of Common Stock represented by into which the Registrable Shares, issued or to Debentures may be converted and which would be issued as contemplated by upon exercise of the Transaction Agreements, Warrants exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shallshall either (i) amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debentures may currently or in the future be converted and which would be issued currently or in the future upon the written request exercise of the InvestorWarrants, eitheror (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 to register the shares of Common Stock into which the Debentures may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered.

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than the Required Filing thirty (30) days following each Closing Date, either a Registration Statement on Form S-3 or an amendment to an existing Registration Statement, in either event registration statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell (or such lesser number as may be required by the Registrable SecuritiesSEC, but in no event less than the number of shares equal to the sum of than (xi) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity Date Initial Preferred Stock would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto the Form S-3 (assuming for such purposes that all Debentures the maximum Additional Preferred Stock had been issued, issued at such date and that all Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest eligibility or conversion had in fact occurred as of such date) and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Form S-3 (assuming for such purposes that all the Warrants had been issued, had been eligible to be exercised for exercise the maximum number of shares contemplated thereby and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, If the Registration Statement on Form S-3 is not available to the Company for any reason, the Company shall file a registration statement or amendment on an appropriate alternative form. Such Registration Statement or amended Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of ninety (Y) five (590) days after oral the First Closing Date, or written notice by sixty (60) days after the SEC that it Second Closing date, as may be declared effective or (Z) July 21, 2006. (ii) applicable. If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the Investor determines that the number of shares of Common Stock represented by into which the Registrable Shares, issued or to Preferred Stock may be converted and which would be issued as contemplated by upon exercise of the Transaction Agreements, Warrants exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon the within ten (10) business days after receipt of a written request of notice from the Investor, eithereither (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (or an appropriate alternative form that is available to the Company) to register the shares of Common Stock into which the Preferred Stock may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered.

Mandatory Registration. (i) The Company shall cause Company Counsel to prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the Closing Date (the “Required Filing Date”), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company’s obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The “Initial Number of Shares to Be Registered” is a number of shares of Common Stock which is at least equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest dividends thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and ), based on the Conversion Price then in effect, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Basic Warrants had been issuedand all Additional Warrants, if any, actually issued or issuable as of the date of the filing of the Registration Statement or any pre-effective amendment thereto had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of 12/09/04 the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted or if the number of Other Issuable Shares increases, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of the Finder’s Warrants (as defined in the Joint Escrow Instructions) and (3) the shares listed in Schedule 1 annexed hereto, and (Y) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. . (ii) The Company and Company Counsel will use its their reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "“Initial Required Effective Date"”) which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Closing Date. (iiiii) If at any time (an "“Increased Registered Shares Date") after a Registration Statement has been filed with the SEC”), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date but no later than thirty (30) days after the Initial Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (xA) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures Preferred Stock and all interest dividends thereon through the Maturity Date third annual anniversary of their issuance would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures shares of Initial Preferred Stock and the maximum number of Additional Preferred Stock had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest dividends, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants issued and to be issued as contemplated by the Securities Purchase Agreement at the time of filing of the Registration Statement (assuming for such purposes that the maximum number of Additional Preferred Stock had been issued and all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date) (or such lesser number as may be required by the SEC). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and the shares specifically listed on Exhibit 1 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Initial Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought registered, the Company shall either (X) amend the relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register, in the aggregate, at least the number of shares (the "Increased Shares Amount") equal to (A) (I) the number of shares theretofore issued on conversion of the Preferred Stock (including any dividends paid on conversion by the issuance of Conversion Shares) plus (II) two hundred percent (200%) of the number of shares into which the unconverted Preferred Stock and all dividends thereon through the thirty six (36) month anniversary of the Closing Date would be convertible at the date of such filing (assuming for such purposes that all such shares of Preferred Stock had been issued, had been eligible to be registered 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) and (B) the number of shares which would be issued upon exercise of all of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible to be exercised and had been exercised in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement (an "Additional Registration Statement") to register the number of shares equal to the excess of the Increased Shares Amount over the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (each, an "Increased Required Effective Date") which is no later than (Q) with respect to a Registration Statement which has under clause (X) of this subparagraph (ii), the Initial Required Effective Date and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) forty- five (45) days after the Increased Registered Shares Date. (iii) To the extent that any of the Registrable Securities are not yet been declared effectiveincluded in any effective Registration Statement prior to the Additional Closing Date, the Company shallshall prepare and file either a Registration Statement or an amendment to an existing Registration Statement, upon registering such Registrable Securities. The provisions of this Agreement, including, but not limited to, the written request provisions of Section 2(a)(i) hereof, apply separately with respect to such Registration Statement, except that (i) references to the InvestorInitial Closing Date shall be deemed to refer to the Additional Closing Date, eitherand (ii) clause (Z) of Section 2(a)(i) shall read "ninety (90) days after the Additional Closing Date." (iv) The aggregate number of shares registered for the Investors in each Registration Statement or amendment thereto shall be allocated among the Investors on a pro rata basis among them according to their relative Registrable Shares included in such Registration Statement).

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

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

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to one hundred fifty percent (150%) of the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, and (3) up to 2,850,000 shares of Common Stock currently held or subject to issuance on conversion or exercise of other rights currently held by other stockholders of the Company, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. . (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than forty-five (45) days after the Closing Date (the “Required Filing Date”), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Initial Investor, the Registration Statement (W) shall include only the Registrable Securities, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "“Initial Required Effective Date"”) which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date. (ii) If at any time (an "“Increased Registered Shares Date") after a Registration Statement has been filed with the SEC”), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds seventy percent (70%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon the written request of the Investor, shall either

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two one hundred and ten seventy five percent (210175%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that interest is paid in shares at the Conversion Price and that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and based on the Applicable Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or subsequently amended), (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Placement Agent, as contemplated by the Transaction Agreements, (3) the shares of the Permitted Selling Shareholders, if any, (Y) shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be sold, and (Z) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Debentures, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (YX) five (5) days after oral or written notice by the SEC that it may be declared effective or (ZY) July 21ninety (90) days after the Closing Date (unless the SEC provides a full review of the Registration Statement, 2006in which event it will be one hundred twenty (120) days after the Closing Date). (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date but no later than June 15, 1999 (the "Required Filing Date"), either a Registration Statement on Form SB-2 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (A) into which the Initial Debentures and the Additional Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all the Additional Debentures had been issued, issued at such date and that all Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that the Warrants issued in connection with the purchase and sale of all Debentures had been issued and that all Warrants had been issued, had been eligible to be exercised for exercise the maximum number of shares contemplated thereby and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed The Registration Statement (W) shall include only the Registrable Securities and, subject to the provisions set forth below in writing in advance by the Investorsubparagraph (iii), the Registration Statement shares specifically listed on Exhibit 1 annexed hereto; and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Initial Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the written request Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register two hundred percent (200%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-2 or other appropriate registration statement form (an "Additional Registration Statement") to register two hundred percent (200%) of the Investorshares of Common Stock represented by the Registrable Shares, eithercomputed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (each, an "Increased Required Effective Date") which is no later than (Q) with respect to a Registration Statement under clause (X) of this subparagraph (ii), the Initial Required Effective Date and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) thirty (30) days after the Increased Registered Shares Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to one hundred fifty percent (150%) of the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which Purchased Shares and (y) the Debentures and all interest thereon through number of Warrant Shares covered by the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto Warrants (assuming for such purposes that all Debentures the Warrants had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorInitial Investor (including as provided in this Agreement), the Registration Statement (W) shall include only (1) the Registrable Securities, and (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. . (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, Securities issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty-five percent (85%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than June 7, 2003 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements and in connection with the Allowed New Transaction or Permitted New Transaction, if any, (3) the shares issued or issuable in connection with the transactions referred to in the Company's Current Report on Form 8-K filed on or about April 15, 2003, and (4) the shares issuable to lenders in a Permitted New Transaction, if any, on conversion of the debentures and exercise of the warrants issued in such Permitted New Transaction and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21August 19, 20062003. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds seventy percent (70%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than November 30, 2003 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten twenty-five percent (210125%) of the aggregate of the number of shares Initial Shares into which the Debentures Preferred Stock and all interest accrued dividends thereon through for three (3) years from the Maturity Date issue date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Preferred Stock had been issued, had been eligible to be converted, and had been converted, into Initial Shares at the Alternative Conversion Shares Price and that all dividends thereon had accrued for 3 years, in each case in accordance with their termsthe terms of the Securities Purchase Agreement, Exchange Agreement, and of the Certificate of Designation of the Preferred Stock, whether or not such issuance, eligibility, accrual of interest dividends or conversion had in fact occurred as of such date). The Registration Statement (W) shall include only the Registrable Securities and the Securities listed on Schedule 5 and (yX) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures Preferred Stock, the issuance of shares in payment of accrued Dividends, or exercise the issuance of the Warrants Repricing Shares to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21January 31, 20062003. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or required to be issued as contemplated by the Transaction AgreementsDocuments, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their termsClosing Shares, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Initial Investor, the Registration Statement (W) shall include only the Registrable Securities and any additional shares of common stock subject to currently effective piggyback registration rights granted prior to the date hereof, held by Company shareholders who have not waived such registration rights, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds seventy percent (70%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon the written request of the Investor, shall either

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

Mandatory Registration. (i) The Company shall use commercially reasonable efforts to prepare and file with the SEC, not as soon as possible after the Initial Closing Date but no later than sixty (60) days after the Initial Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of 1,200,000 shares equal to the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, the Purchased Shares and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of all the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise that all the Warrants were fully exercisable without regard to any limitations as to the timing, amount or other conditions of their exercise, if any, and had been exercised for the Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). . (ii) Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement Statement: (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder, and (3) shares subject to warrants issued and outstanding prior to the date of this Agreement as provided in Exhibit A annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion on account of the Debentures Purchased Shares or the Warrant Shares or upon exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. dividends or similar capital adjustments. (iii) The Company will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (YX) five (5) days after oral or written notice by the SEC that it may be declared effective or (ZY) July 21, 2006one hundred fifty (150) days after the Initial Closing Date. (iiiv) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the The aggregate number of shares of Common Stock then registered or sought to be registered for the Investors in a the Registration Statement which has not yet been declared effective, or amendment thereto shall be allocated among the Company shall, upon the written request of the Investor, eitherInvestors on a pro rata basis among them according to their relative Registrable Shares included in such Registration Statement.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company’s obligation to register the Registrable Securities shall D/BIP/832564.2 initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The “Initial Number of Shares to Be Registered” is a number of shares of Common Stock which is at least equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and based on the Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or subsequently amended), (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares of the Permitted Selling Shareholders, if any, (Y) shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be sold, and (Z) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Debentures, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "“Initial Required Effective Date"”) which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Closing Date. (iiiii) If at any time (an "“Increased Registered Shares Date") after a Registration Statement has been filed with the SEC”), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement on Form S-3 or an amendment to an existing any such pending Registration Statement, in either event Statement registering for resale by the Investor a sufficient number all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date Preferred Stock would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto the Form S-3 (assuming for such purposes that all Debentures had been issued, shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants (at the time of filing of the Form S-3 [assuming for such purposes that all Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date)]. Unless otherwise specifically agreed to in writing in advance by the Investor, the Such Registration Statement or amended Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of ninety (Y) five (590) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006. (ii) Closing Date. If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the Investor determines that the number of shares of Common Stock represented by into which the Registrable Shares, issued or to Preferred Stock may be converted and which would be issued as contemplated by upon exercise of the Transaction Agreements, Warrants exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted and which would be issued currently or in the future upon exercise of the written request Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3, as may be appropriate, to register the shares of Common Stock into which the Preferred Stock may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered. Such Registration Statement shall not include any shares other than the Registrable Securities without the consent of the Investor, either.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing and no later than a date (the "Required Filing Date"), which is thirty (30) days following the Initial Closing, either a Registration Statement on Form S-1 (or other applicable registration statement form), or an amendment to an existing Registration Statement, in either event registering Registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate number of Initial Shares and the number of shares into which the Debentures and all interest thereon through the Maturity Date of Common Stock that would be convertible issued upon exercise of the Warrant (the "Warrant Shares") at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, the Warrant had been eligible to be converted, exercised and had been converted, into Conversion Shares exercised in accordance with their its terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities, and (X) shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion repricing of the Debentures or Initial Shares and the exercise of the Warrants Warrant to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") ), which is no later than the earlier of (Yy) five (5) days Business Days after oral or written notice by the SEC that it may be declared effective or (Zz) July 21, 2006ninety (90) days after the date of the Initial Closing. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction AgreementsDocuments, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveRegistered, the Company shall, upon the within ten (10) Business Days after receipt of a written request of the notice from Investor, either: (x) amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to Register two hundred percent (200%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i); or (y) if such Registration Statement has been declared effective by the SEC at that time, file with the 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. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (a "Required Effective Date") which is no later than (q) with respect to a Registration Statement under clause (x) of this subparagraph (ii), the Required Effective Date contemplated by the immediately preceding subparagraph (i) and (r) with respect to an Additional Registration Statement, the earlier of (i) five (5) Business Days after notice by the SEC that it may be declared effective or (ii) sixty (60) days after the Increased Registered Shares Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date, but no later than May 10, 2000 (the _Required Filing Date), either a Registration Statement on Form SB-2, if the Company is then eligible to file using such form, and if not so eligible, on Form S-1 or other appropriate form, or an amendment to an existing Registration StatementStatement , in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (A) into which the Debentures relevant Preferred Stock and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, such Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21ninety (90) days after the Initial Closing Date or thirty (30) days after the relevant Additional Closing Date, 2006as the case may be. (ii) If at any time (an "_Increased Registered Shares Date") after a Registration Statement has been filed with the SEC_), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the written request relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register two hundred percent (200%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-2 or other appropriate registration statement form (an _Additional Registration Statement_) to register two hundred percent (200%) of the Investorshares of Common Stock represented by the Registrable Shares, eithercomputed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (a "Required Effective Date") which is no later than (Q) with respect to a Registration Statement under clause (X) of this subparagraph (ii), the Required Effective Date contemplated by the immediately preceding subparagraph (i) and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) thirty (30) days after the Increased Registered Shares Date.

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than five (5) days after the Closing Date (the "Required Filing Date"), either a post-effective amendment to the Company=s currently effective Registration Statement or an amendment to an existing on Form S-1 (as heretofore amended; the "Existing Registration Statement, in either event ") registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of a sufficient number of shares of Company Common Stock for the Initial Investors to sell the Registrable Securities (x) or such lesser number as may be required by the SEC, but in no event less than the aggregate number of shares equal to two hundred and ten percent (210200%) of (I) the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity Date Preferred Stock would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares consisting of Company Common Stock in accordance with their termsthe terms of the Certificate of Designations and the Transaction Agreements, whether or not such issuance, eligibility, accrual of interest eligibility or conversion had in fact occurred as of such date) and (yII) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable the Company might issue in lieu of dividends on exercise of the Warrants Preferred Stock through the date which is two years from the Closing Date (assuming for such purposes that all Warrants had been issued, had been eligible for exercise dividends accrued on the liquidation preference of all of the Preferred Stock issued to the Initial Investor through such date and had then been exercised for Warrant Shares converted into shares of Company Common Stock in accordance with their termsthe terms of the Certificate of Designations, whether or not such issuance, eligibility accrual or exercise conversion had in fact occurred as of such date). Unless otherwise specifically agreed The Registration Statement (i) shall include only the Registrable Securities and the shares referred to in writing in advance by the Investor, the Existing Registration Statement and (ii) shall also state that, in accordance with Rule Rules 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants Preferred Stock 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 a "Initial Required Effective Date") which is no later than the earlier of (Yx) five (5) days after oral or written notice by the SEC that it may be declared effective or (Zy) July 21, 2006ten (10) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SECtime, the Investor determines that the number of shares of Company Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Company Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective(an "Increased Registered Shares Date"), the Company shall, upon within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the written request Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register such Registrable Shares, computed, (1)with respect to shares of Company Common Stock previously issued, as the number of shares actually issued, plus (2) with respect to shares of Company Common Stock not yet issued, utilizing a Conversion Price which is the lower of the InvestorConversion Price then applicable or the Conversion Price contemplated by the immediately preceding subparagraph (i), eitheror (Y) if such Registration Statement has been declared effective by the SEC at that time but for any reason whatsoever can not be amended, file with the SEC an additional Registration Statement on Form S-1 or other appropriate registration statement form (an "Additional Registration Statement") to register the shares of Company Common Stock represented by the Registrable Securities, computed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Company Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (each, an "Increased Required Effective Date") which is no later than (Q) with respect to a Registration Statement under clause (X) of this subparagraph (ii), the Initial Required Effective Date and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) fifteen (15) days after the Increased Registered Shares Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date and no later than thirty (30) days following the Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares (A) into which the relevant Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the written request relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register one hundred ten percent (110%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement (an "Additional Registration Statement") to register one hundred ten percent (110%) of the Investorshares of Common Stock represented by the Registrable Shares, eithercomputed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already registered. The 3 Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (a "Required Effective Date") which is no later than (Q) with respect to a Registration Statement under clause (X) of this subparagraph (ii), the Required Effective Date contemplated by the immediately preceding subparagraph (i) and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) ninety (90) days after the Increased Registered Shares Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date no later than a date (the "Required Filing Date, ") which is sixty (60) days following the Initial Closing Date either a Registration Statement on form S-3 or Form SB-2 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecuritie (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares (A) into which the relevant Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and other securities with a market value not exceeding $500,000, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Initial Closing Date. (ii) If at any time (an "Increased Registered Shares Date"), (a) after a Registration Statement has been filed with the SECclosing Bid Price (as defined in the Debentures) shall for 3 consecutive Business Days decrease in excess of 40% below the Closing Bid Price on the Effective Date, the Investor determines that or (b) the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered registered, the Company shall within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register one hundred fifty percent (150%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or sought (Y) if such Registration Statement has been declared effective by the SE at that time, file with the SEC an additional Registration Statement on Form S-3, Form SB-2 or other appropriate registration statement form (an "Additional Registration Statement") to register one hundred fifty percent (150%) 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. The Company will use its reasonable best efforts to cause suc Registration Statement to be registered in declared effective on a date (a "Required Effective Date") which is no later than (Q) with respect to a Registration Statement which has not yet been declared effectiveunder clause (X) of this subparagraph (ii), the Company shallRequired Effective Date contemplated by the immediately preceding subparagraph (i) and (R) with respect to an Additional Registration Statement, upon the written request earlier of (I) five (5) days after notice by the Investor, eitherSEC that it may be declared effective or (II) thirty (30) days after the Increased Registered Shares Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Initial Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity second anniversary of the Initial Closing Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and based on an assumed Conversion Price of $0.30 per share, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Placement Agent in connection with the transactions contemplated by the Transaction Agreements, and (3) up to 100,000 shares of Common Stock held by Jason Sundar (President of Sundar Communications Group, Inc.), xxx (X) xxxxx also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred (100) days after the Initial Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date no later than a date (the _Required Filing Date_) which is thirty (30) days following the Initial Closing Date and thirty (30) days after the relevant Additional Closing Date, as the case may be, either a Registration Statement on Form SB-2 or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (A) into which the relevant Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21one hundred twenty (120) days after the Initial Closing Date or thirty (30) days after the relevant Additional Closing Date, 2006as the case may be. (ii) If at any time (an "_Increased Registered Shares Date") after a Registration Statement has been filed with the SEC_), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the written request relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register two hundred percent (200%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-2 or other appropriate registration statement form (an _Additional Registration Statement_) to register two hundred percent (200%) of the Investorshares of Common Stock represented by the Registrable Shares, eithercomputed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (a "Required Effective Date") which is no later than (Q) with respect to a Registration Statement under clause (X) of this subparagraph (ii), the Required Effective Date contemplated by the immediately preceding subparagraph (i) and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) thirty (30) days after the Increased Registered Shares Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and ), based on the Conversion Price then in effect, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares listed on Part I of Schedule 10 annexed hereto and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date but no later than thirty (30) days after the Initial Closing Date ("Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities issued to the Investor. Promptly upon receipt of shareholder approval to increase its authorized capital stock and approving the transactions contemplated by the Securities Purchase Agreement, but the Company will either file an amendment to existing Registration Statement or a new Registration Statement that would cover in the aggregate with the first Registration Statement no event less than the number of shares equal to the sum of (x) two A)two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures Preferred Stock and all interest dividends thereon through the Maturity Date third annual anniversary of their issuance would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures shares of Initial Preferred Stock and the maximum number of Additional Preferred Stock had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest dividends, eligibility or conversion had in fact occurred as of such datedate or such lesser number as may be required by the SEC) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants issued pursuant to the Securities Purchase Agreement at the time of filing of the Registration Statement (assuming for such purposes that the maximum number of Additional Preferred Stock had been issued and all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such datedate or such lesser number as may be required by the SEC). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21one hundred twenty (120) days after the Initial Closing Date. Except as set forth on Schedule 2a attached or as may be consented to by the Initial Investor, 2006the Registration Statement will only include the Registrable Securities. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought registered, the Company shall either (X) amend the relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register, in the aggregate, at least the number of shares ("Increased Shares Amount") equal to (A) (I) the number of shares theretofore issued on conversion of the Preferred Stock (including any dividends paid on conversion by the issuance of Conversion Shares) plus (II) two hundred percent (200%) of the number of shares into which the unconverted Preferred Stock and all dividends thereon through the thirty six (36) month anniversary of the Closing Date would be convertible at the date of such filing (assuming for such purposes that all such shares of Preferred Stock had been issued, had been eligible to be registered 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 such lesser number as may be required by the SEC) and (B) the number of shares which would be issued upon exercise of all of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible to be exercised and had been exercised in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date or such lesser number as may be required by the SEC), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement (an "Additional Registration Statement") to register the number of shares equal to the excess of the Increased Shares Amount over the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (each, an "Increased Required Effective Date") which is no later than (Q) with respect to a Registration Statement which has under clause (X) of this subparagraph (ii), the Initial Required Effective Date and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (I) sixty (60) days after the Increased Registered Shares Date. (iii) To the extent that any of the Registrable Securities are not yet been declared effectiveincluded in any effective Registration Statement prior to an Additional Closing Date, the Company shallshall prepare and file either a Registration Statement or an amendment to an existing Registration Statement, upon registering such Registrable Securities. The provisions of this Agreement, including, but not limited to, the written request provisions of Section 2(a)(i) hereof, apply separately with respect to such Registration Statement, except that (i) references to the InvestorInitial Closing Date shall be deemed to refer to the Additional Closing Date, eitherand (ii) clause (Z) of Section 2(a)(i) shall read "sixty (60) days after the Additional Closing Date." (iv) The aggregate number of shares registered for the Investors in each Registration Statement or amendment thereto shall be allocated among the Investors on a pro rata basis among them according to their relative Registrable Shares included in such Registration Statement). (v) For purposes of this Agreement, Registrable Securities will cease to be Registrable Securities when they are eligible to be sold pursuant to Rule 144(k) under the Act without limitation as to the amount of securities to be sold or as to the manner of sale.

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than fifteen (15) days after the effective date of the Registration Statement filed under File No. 333-60574 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares Shares into which the Debentures Preferred Stock and all interest accrued dividends thereon through for three (3) years from the Maturity Date issue date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Preferred Stock had been issued, had been eligible to be converted, and had been converted, into Conversion Shares and that all dividends thereon had accrued for 3 years, in each case in accordance with their termsthe terms of the Exchange Agreement and of the Certificate of Designation of the Preferred Stock, whether or not such issuance, eligibility, accrual of interest dividends or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by The Registration Statement (W) shall include only the Registrable Securities, the Securities listed on Schedule 5 (b), and with the prior written consent of the Investor, the Registration Statement which shall not be unreasonably withheld, up to 10,000,000 additional shares of Common Stock, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures Preferred Stock, or exercise upon the issuance of the Warrants shares in payment of accrued dividends, to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (YX) five (5) days after oral or written notice by the SEC that it may be declared effective effective,(Y) sixty (60) days after the Required Filing Date or (Z) July 21, 2006150 days after the date hereof. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or required to be issued as contemplated by the Transaction AgreementsDocuments, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than forty-five (45) days after the Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate number of Purchased Shares and (y) one hundred ten percent (110%) of the number of shares into which Warrant Shares covered by the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto Warrants (assuming for such purposes that all Debentures the Warrants had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Initial Investor, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, and (3) the shares listed under the heading "Reg Rights" on Exhibit 1 to Schedule 10 hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. . (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days Trading Days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, Securities issued or to be issued as contemplated by the Transaction Agreements, exceeds ninety percent (90%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Initial Closing Date but no later than sixty (60) days after the Initial Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures Purchased Shares and all interest dividends thereon through the Maturity Date third annual anniversary of the respective Buyer's Closing Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures such Purchased Shares had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest dividends or conversion had in fact occurred as of such date) and ), based on the Conversion Price then in effect, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares listed on Schedule 10 annexed hereto (all of which reflect shares or rights issued prior to the date hereof) and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Initial Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

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

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

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date but no later than a date (the "Required Filing Date") which is thirty (30) days after the Closing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (xA) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures Preferred Stock issued on the Closing Date and all interest dividends thereon through the Maturity second anniversary of the Closing Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, shares of such Preferred Stock had been eligible to be converted, and had been converted, into Conversion Converted Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest dividends, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants issued on the Closing Date (assuming for such purposes that all Warrants had been issued, had been were eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and the shares specifically listed on EXHIBIT 1 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006one hundred twenty (120) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shallshall either (X) amend the relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, upon if such Registration Statement has not been declared effective by the written request SEC at that time, to register, in the aggregate, at least the number of shares (the "Increased Shares Amount") equal to (A) (I) the number of shares previously issued on conversion of the Investor, eitherPreferred Stock (including any Converted Shares issued in lieu of cash dividends) plus (II) two hundred percent (200%) of the number of shares into which the unconverted Preferred Stock and all dividends thereon through the second anniversary of the Closing Date would be convertible at the Increased Registered Shares Date (assuming for such purposes that all such

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing and no later than a date (the "Required Filing Date"), which is thirty (30) days following the Initial Closing, either a Registration Statement on Form S-3 or an amendment to an existing Registration Statement, in either event registering Registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (xi) two hundred and ten percent (210200%) of the aggregate number of Initial Shares, and (ii) the number of shares into which the Debentures and all interest thereon through the Maturity Date of Common Stock that would be convertible issued upon exercise of the Warrant (the "Warrant Shares") at the time of filing of such the Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, the Warrant had been eligible to be converted, exercised and had been converted, into Conversion Shares exercised in accordance with their its terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion repricing of the Debentures or Initial Shares and the exercise of the Warrants Warrant to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") ), which is no later than the earlier of (Yy) five (5) days Business Days after oral or written notice by the SEC that it may be declared effective or (Zz) July 21, 2006ninety (90) days after the date of the Initial Closing. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities , issued or to be issued as contemplated by the Transaction AgreementsDocuments, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveRegistered, the Company shall, upon the within ten (10) Business Days after receipt of a written request of the notice from Investor, either: (x) amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to Register two hundred percent (200%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i); or (y) if such Registration Statement has been declared effective by the SEC at that time, file with the 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. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (a "Required Effective Date") which is no later than (q) with respect to a Registration Statement under clause (x) of this subparagraph (ii), the Required Effective Date contemplated by the immediately preceding subparagraph (i) and (r) with respect to an Additional Registration Statement, the earlier of (i) five (5) Business Days after notice by the SEC that it may be declared effective or (ii) forty (40) days after the Increased Registered Shares Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and based on the Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or subsequently amended), (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Placement Agent in connection with the transactions contemplated by the Transaction Agreements, (3) the shares of the Permitted Selling Shareholders, (Y) shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be sold, and (Z) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Debentures, exercise of the Warrants or issuances of Other Issuable Shares to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (YX) five (5) days after oral or written notice by the SEC that it may be declared effective or (ZY) July 21sixty (60) days after the filing of the Registration Statement; provided, 2006however, that the Initial Required Effective Date shall in no event shall be later one hundred twenty (120) days after the Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and based on the Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or subsequently amended), (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Placement Agent in connection with the transactions contemplated by the Transaction Agreements, (3) the shares of the Permitted Selling Shareholder listed on Schedule 1 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Closing Date, but no later than thirty (30) days following the Required Filing Closing Date, either a Registration Statement on Form SB-2 or an amendment to an existing any such pending Registration Statement, in either event Statement registering for resale by the Investor a sufficient number all of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into (i) which the Debentures and all interest thereon through the Maturity Date Preferred Stock would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto the Form SB-2 (assuming for such purposes that all Debentures had been issued, shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest eligibility or conversion had in fact occurred as of such date) ), and (yii) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the Warrants (at the time of filing of the Form SB-2 [assuming for such purposes that all Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date)]. Unless otherwise specifically agreed to in writing in advance by the Investor, the Such Registration Statement or amended Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of ninety (Y) five (590) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006. (ii) Closing Date. If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the Investor determines that the number of shares of Common Stock represented by into which the Registrable Shares, issued or to Preferred Stock may be converted and which would be issued as contemplated by upon exercise of the Transaction Agreements, Warrants exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted and which would be issued currently or in the future upon exercise of the written request Warrants, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form SB-2, as may be appropriate, to register the shares of Common Stock into which the Preferred Stock may currently or in the future be converted and which would be issued currently or in the future upon exercise of the Warrants that exceed the aggregate number of shares of Common Stock already registered. Such Registration Statement shall not include any shares other than the Registrable Securities without the consent of the Investor, either.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than the Initial Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the Debentures Initial Notes and the Additional Notes and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Notes had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, and that all interest was paid in shares, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and based on the Applicable Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or, if lower, subsequently amended), (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would equal to the sum of (1) the number of shares issuable on exercise of the Initial Warrants and (2) the number of shares anticipated to be issuable on exercise of the Warrants Additional Warrants, based on the Applicable Conversion Price in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or, if lower, subsequently amended) (assuming for such purposes that all Warrants had been issued, issued and had been eligible for exercise to be exercised, and had been exercised exercised, for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date)) , and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto; provided, however, that for purposes of this provision, the Initial Number of Shares to Be Registered in the initial Registration Statement shall not be greater than the number of such shares which the SEC permits to be included in such Registration Statement. Unless otherwise specifically agreed to in writing in advance by a Majority in Interest of the InvestorHolders, the Registration Statement (X) shall include only the Registrable Securities and the Permitted Included Shares, if any, specified on Exhibit 1 hereto, (Y)shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be sold, and (Z) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Notes, exercise of the Warrants Warrants, or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (YX) five three (53) days after oral or written notice by the SEC that it may be declared effective or (ZY) July 21, 2006one hundred (100) days after the Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveeffective (it being acknowledged that the date of a New Transaction which results in a Lowest New Transaction Price (as defined in the Notes) may be an Increased Registered Shares Date), the Company shall, upon the written request of the Investor, shall either

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date Convertible Note would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures the entire principal amount of the Convertible Note had been issued, had been eligible to be converted, and had been converted, converted into Conversion Shares in accordance with their termsthe terms of the Purchase Agreement, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the Registration Statement shall state that, in accordance with Rule Rules 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants Convertible Note to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006seventy five (75) days after the Required Filing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than on or prior to June 14, 2002 (the "Required Filing Date, ") either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor Lenders a sufficient number of shares of Common Stock for the Investor Initial Lenders to sell the Registrable Securities, but in no event less than the number of shares equal to the sum aggregate of (x) two one hundred and ten percent (210110%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity Date Notes would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Notes had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of 1,350,000 Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date)Shares. Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures Notes or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) business days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC, the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the The aggregate number of shares of Common Stock then registered or sought to be registered for the Lenders in a each Registration Statement which has not yet been declared effective, or amendment thereto shall be allocated among the Company shall, upon the written request of the Investor, eitherLenders on a pro rata basis among them according to their relative Registrable Shares included in such Registration Statement.

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

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than the Required Filing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and based on the Conversion Price(1) in effect on, or within three (3) Trading Days prior to, the date the Registration Statement is filed (or subsequently amended), (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Placement Agent, as contemplated by the Transaction Agreements, (3) the shares of the Permitted Selling Shareholders, if any, (Y) shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be sold, and (Z) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or Debentures, exercise of the Warrants or issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends or stock dividends. similar transactions. (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (YX) five (5) days after oral or written notice by the SEC that it may be declared effective or (ZY) July 21sixty (60) days after the filing of the Registration Statement; provided, 2006however, that the Initial Required Effective Date shall in no event shall be later one hundred twenty (120) days after the Closing Date. (ii1) For all purposes of this Section 2, the Interest Conversion Price (as that terms is defined in the Debenture) shall be deemed equal to the Conversion Price. (iii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practible after the Closing Date but no later than thirty (30) days after the Initial Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (x) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of the Warrants (assuming for such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares contemplated by the Registration Statement on Form S-3 filed on or about June 4, 2003, and (4) the shares issuable to lenders in a Permitted New Transaction, if any, on conversion of the debentures and exercise of the warrants issued in such Permitted New Transaction and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Initial Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds seventy percent (70%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than thirty (30) days after the Initial Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to one hundred fifty percent (150%) of the sum of (x) two hundred and ten percent (210%) of the aggregate of the number of shares into which the Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures Debentures, including the Additional Debentures, had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all Warrants the Warrants, including the Additional Warrants, had been issued, had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the InvestorLender, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the Finder in connection with the transactions contemplated by the Transaction Agreements, and (3) the shares issued or issuable in connection with the transactions consummated on or about October 31, 2003 (including shares issuable upon the exercise of warrants issued to the Finder in such transaction), and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. . (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Initial Closing Date. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall cause Company Counsel to prepare and file with the SEC, not as soon as practicable after the Closing Date but no later than January 15, 2005 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, but in no event less than the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares into which the Debentures and all interest dividends thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) and ), based on the Conversion Price then in effect, (y) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of covered by the Warrants (assuming for such purposes that all the Warrants had been issued, actually issued or issuable as of the date of the filing of the Registration Statement or any pre-effective amendment thereto had been eligible for exercise to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted or if the number of Other Issuable Shares increases, the Company shall file an amendment to the Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the InvestorHolder, the Registration Statement (X) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of the Finder's Warrants (as defined in the Joint Escrow Instructions) and (3) the shares listed in Schedule 1 annexed hereto, and (Y) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. . (ii) The Company and Company Counsel will use its their reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21March 16, 20062005. (iiiii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable SharesSecurities, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effective, the Company shall, upon the written request of the Investor, shall either

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not as soon as possible after the Initial Closing Date but no later than a date (the "Required Filing Date") which is thirty (30) days after the Closing Date, either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of (xA) two one hundred and ten fifty percent (210150%) of the aggregate of the number of shares into which the principal of the Debentures and all interest thereon through the their Maturity Date would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, converted into Conversion Converted Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest interest, eligibility or conversion had in fact occurred as of such date), plus (B) and any Additional Shares issued prior to such date, plus (yC) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on exercise of for all the Warrants (assuming for or such purposes that all Warrants had been issued, had been eligible for exercise and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred lesser number as of such datemay be required by the SEC). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities; and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006seventy-five (75) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered registered, the Company shall either (X) amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register, in the aggregate, at least the number of shares computed, as of the Increased Registered Shares Date, in the manner contemplated by the immediately preceding subparagraph (i), or sought (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement (an "Additional Registration Statement") to register the excess of the sum of (A) one hundred fifty percent (150%) of (x) the number of shares theretofore issued as Conversion Shares, plus (y) the number of shares into which the unconverted Debentures and all interest thereon through the Maturity Date would be convertible at the Increased Registered Shares Date (assuming for such purposes that all such Debentures had been eligible to be registered converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such accrual of interest, eligibility or conversion had in fact occurred as of such date), plus (B) any Additional Shares issued prior to such date, plus (C) the number of Warrant Shares for all the Warrants, over the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (each, an "Increased Required Effective Date") which is no later than (Q) with respect to a Registration Statement which has not yet been declared effectiveunder clause (X) of this subparagraph (ii), the Company shallInitial Required Effective Date and (R) with respect to an Additional Registration Statement, upon the written request earlier of (I) five (5) days after notice by the Investor, eitherSEC that it may be declared effective or (II) seventy five (75) days after the Increased Registered Shares Date.

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

Mandatory Registration. (i) The Company shall promptly prepare and file with the SEC, not as soon as possible after the Initial Closing Date but no later than sixty (60) days after the Initial Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (x) two hundred and ten percent (210200%) of the aggregate of the number of shares (A) into which the relevant Debentures and all interest thereon through the their respective Maturity Date Dates would be convertible at the Fixed Conversion Rate (as defined in the Debenture) as in effect of the date hereof at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all such Additional Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest interest, eligibility or conversion had in fact occurred as of such date) and (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares which would be issuable on issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that all such Warrants had been issued, had been eligible for exercise to be exercised and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Investor, the The Registration Statement (W) shall include only the Registrable Securities and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Additional Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the a "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety (90) days after the Initial Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the [Transaction Agreements], exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the written request relevant Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register two hundred percent (200%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement (an "Additional Registration Statement") to register two hundred percent (200%) of the Investorshares of Common Stock represented by the Registrable Shares, eithercomputed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (a "Required Effective Date") which is no later than (Q) with respect to a Registration Statement under clause (X) of this subparagraph (ii), the Required Effective Date contemplated by the immediately preceding subparagraph (i) and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) ninety (90) days after the Increased Registered Shares Date.

Mandatory Registration. (i) The Company shall prepare and file with the SEC, not later than as soon as possible after the Required Filing Date, Initial Closing Date either a Registration Statement or on Form S-1or an amendment to an existing Registration Statement, in either event registering for resale by the Investor a sufficient number of shares of Common Stock for the Investor Initial Investors to sell the Registrable SecuritiesSecurities (or such lesser number as may be required by the SEC, but in no event less than the aggregate number of shares equal to the sum of (xA) two hundred and ten twenty-five percent (210225%) of the aggregate of the number of shares into which the principal of the Initial Debentures and all interest thereon through the Maturity Date Additional Debentures would be convertible at the time of filing of such Registration Statement and any pre-effective amendment thereto (assuming for such purposes that all the Additional Debentures had been issued, issued at such date and that all Debentures had been eligible to be converted, and had been converted, converted into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest eligibility or conversion had in fact occurred as of such date) and plus (yB) one hundred and ten percent (110%) of the aggregate of the number of Warrant Shares shares which would be issuable on issued upon exercise of all of the Warrants (assuming for such purposes that the Warrants issued in connection with the purchase and sale of all Debentures, including on the Additional Closing Date, had been issued and that all Warrants had been issued, had been eligible to be exercised for exercise the maximum number of shares contemplated thereby and had been exercised for Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed The Registration Statement (W) shall include only the Registrable Securities and the shares referred to in writing in advance by the Investor, the Registration Statement Exhibit 1 annexed hereto; and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures or and the exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than is the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) July 21, 2006ninety-five (95) days after the Initial Closing Date. (ii) If at any time (an "Increased Registered Shares Date") after a Registration Statement has been filed with the SEC), the Investor determines that the number of shares of Common Stock represented by the Registrable Shares, issued or to be issued as contemplated by the Transaction Agreements, exceeds the aggregate number of shares of Common Stock then registered or sought to be registered in a Registration Statement which has not yet been declared effectiveregistered, the Company shall, upon within ten (10) business days after receipt of a written notice from any Investor, either (X) amend the written request Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register, in the aggregate, at least the number of shares equal to (A) the number of shares (the "Increased Shares Amount") theretofore issued on conversion of the InvestorDebentures (including any interest paid on conversion by the issuance of Conversion Shares), eitherplus (B) the sum of (I) two hundred twenty-five percent (225%) of the number of shares into which the then unconverted Debentures would be convertible at the time of relevant filing with the SEC or as of the Increased Registered Shares Date, whichever is higher, plus (II) the number of shares which would be issued upon exercise of all of the Warrants issued in connection with the purchase and sale of the Debentures, in each case computed as contemplated by the immediately preceding subparagraph (i), or (Y) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-1 or other appropriate registration statement form (an "Additional Registration Statement") to register the number of shares equal to the excess of the Increased Shares Amount over the aggregate number of shares of Common Stock already registered. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (each, an "Increased Required Effective Date") which is no later than (Q) with respect to a Registration Statement under clause (X) of this subparagraph (ii), the Initial Required Effective Date and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) seventy-five (75) days after the Increased Registered Shares Date. (iii) The Initial Investor acknowledges that, without the consent (the "Focus Consent") of Focus Investors LLC ("Focus"), the Company is prohibited from filing a Registration Statement covering the Registrable Securities with the SEC until a registration statement covering the resale of the Company's Common Stock issuable upon conversion of a convertible debenture and exercise of warrants held by Focus is declared effective by the SEC (the "Focus Effective Date"). The Initial Investor agrees that, for purposes of Section 2(a)(i) and Section 3(a) hereof, the failure by the Company to file a Registration Statement covering the Registrable Securities prior to the Focus Effective Date or prior to obtaining the Focus Consent , whichever is earlier, shall not be deemed to be a failure to file such Registration Statement as soon as possible after the Initial Closing Date or a failure to promptly file such Registration Statement.