Common use of Registration Rights Granted Clause in Contracts

Registration Rights Granted. The Company hereby grants the following registration rights to holders of the securities purchased hereby. (a) The Company shall use its reasonable commercial efforts to file a Form S-3 registration statement (or such other form that it is eligible to use) in order to register the Securities (the “Registrable Securities”) for resale and distribution under the Securities Act with the SEC by January , 2004 (the “Filing Date”), and use its reasonable commercial efforts to cause such registration statement to be declared effective within 90 days of the Filing Date (the “Effective Date”). The Company will register (a sufficient number of shares of Common Stock to cover full conversion of the Preferred Stock and the Warrant) shares of Common Stock in the aforedescribed registration statement. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Purchaser and the holders of the Warrant, as the case may be, and not issued, employed or reserved for anyone other than the Purchaser and the holders of the Warrant. If the closing price of the Common Stock is less than $3.00 per share for five (5) consecutive trading days prior to the Effective Date, then such registration statement will be promptly amended or additional registration statements will be promptly filed by the Company as necessary to register additional shares of Common Stock of the Company to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 9.1(a).

Registration Rights Granted. The Company hereby grants the following registration rights to holders of the securities purchased hereby. (a) The Company shall use its reasonable commercial efforts to file a Form S-3 registration statement (or such other form that it is eligible to use) in order to register the Securities Conversion Shares and Preferred Shares (the “Registrable Securities”"REGISTRABLE SECURITIES") for resale and distribution under the Securities Act with the SEC by January November 12, 2004 2002 (the “Filing Date”"FILING DATE"), and use its reasonable commercial efforts to cause such registration statement to be declared effective within 90 days of the Filing Date (the “Effective Date”"EFFECTIVE DATE"). The Company will register (a sufficient number of shares of Common Stock to cover full conversion of the Preferred Stock and the Warrant) 750,000 shares of Common Stock in the aforedescribed registration statement. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Purchaser and the holders of the Warrant, as the case may be, and not issued, employed or reserved for anyone other than the Purchaser and the holders of the Warrant. If the closing price of the Common Stock is less than $3.00 per share for five (5) consecutive trading days prior to the Effective Datedays, then such registration statement will be promptly amended or additional registration statements will be promptly filed by the Company as necessary to register additional shares of Common Stock of the Company to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 9.1(a).

Registration Rights Granted. The Company hereby grants the following registration rights to holders of the securities purchased herebyPurchaser. (a) The Company shall use its reasonable commercial efforts to file a Form S-3 SB-2 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (the “Registrable Securities”) for resale and distribution under the Securities Act with the SEC by January , 2004 within 30 days of the Closing Date (the “Filing Date”"FILING DATE"), and use its reasonable commercial efforts to cause such registration statement to be declared effective within 90 120 days of the Filing Closing Date (the “Effective Date”"EFFECTIVE DATE"). The Company will register (not less than a sufficient number of shares of Common Stock to cover full conversion of the Preferred Stock and the Warrant) shares of Common Stock in the aforedescribed registration statement. The Registrable Securities shall be reserved statement that is equal to the Warrant Shares and set aside exclusively for 200% (or such lower amount as permitted or required by the benefit SEC) of the Purchaser Note Shares issuable at the Conversion and Purchase Prices set forth in the holders Note and Warrant, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the price which would result in the greater number of Shares), assuming the conversion of 100% of the Warrant, as principal amount of the case may beNote which is then outstanding, and not issued, employed or reserved at least one share of Common Stock for anyone other than the Purchaser and the holders each common share issuable upon exercise of the WarrantWarrant ("REGISTRABLE SECURITIES"). If the closing price of the Common Stock is less than $3.00 per share for five (5) consecutive trading days prior to the Effective Date, then such Such registration statement will be promptly amended or additional registration statements will be promptly filed by the Company as necessary to register additional shares of Common Stock of the Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 9.1(a).

Registration Rights Granted. The Company hereby grants the following registration rights to holders of the securities purchased herebyPurchaser. (a) The Company shall use its reasonable commercial efforts to file a Form S-3 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (the “Registrable Securities”) for resale and distribution under the Securities Act with the SEC by January , 2004 within 30 days of the Closing Date (the “"Filing Date”"), and use its reasonable commercial efforts to cause such registration statement to be declared effective within 90 60 days of the Filing Date (the “"Effective Date”"). The Company will register (not less than a sufficient number of shares of Common Stock to cover full conversion of the Preferred Stock and the Warrant) shares of Common Stock in the aforedescribed registration statement. The Registrable Securities shall be reserved statement that is equal to the Warrant Shares and set aside exclusively for 140% (or such lower amount as permitted or required by the benefit SEC) of the Purchaser Note Shares issuable at the Conversion and Purchase Prices set forth in the holders of the Note and Warrant, as respectively, that would be in effect on the case may be, and not issued, employed Closing Date or reserved for anyone other than the Purchaser and the holders date of the Warrant. If the closing price filing of the Common Stock is less than $3.00 per share for five (5) consecutive trading days prior to the Effective Date, then such registration statement (employing the price which would result in the greater number of Shares), assuming the conversion of 100% of the principal amount of the Note which is then outstanding, and at least one share of Common Stock for each common share issuable upon exercise of the Warrant ("Registrable Securities"). The Company will be undertake to promptly amended or additional registration statements will be promptly filed by the Company register as necessary to register additional shares of Common Stock of with which the Company expects to allow pay the public resale of all Common Stock included Monthly Amount (as defined in the Note) on the same terms and issuable by virtue of the Registrable Securitiesconditions as set forth in Section 9 hereof. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 9.1(a).

Registration Rights Granted. The Company hereby grants the following registration rights to holders of the securities purchased hereby. (a) The Company On two occasions, for a period commencing 90 days after the Closing Date, but not later than two (2) years after the Closing Date (the "REQUEST Date"), the Company, upon a written request therefor from holders of more than 50% of the aggregate of the Company's Securities then outstanding, on an as converted basis (the Conversion Shares and Warrant Shares issued or issuable with respect to all Notes or Warrants issued or to be issued hereunder, being, the "REGISTRABLE SECURITIES"), shall use its reasonable commercial efforts to prepare and file with the SEC a Form S-3 registration statement (or such other form that it is eligible to use) in order to register the Securities (the “Registrable Securities”) for resale and distribution under the Securities Act with covering the SEC by January Registrable Securities which are the subject of such request, 2004 (unless such Registrable Securities are the “Filing Date”)subject of an effective registration statement. In addition, and use its reasonable commercial efforts upon the receipt of such request, the Company shall promptly give written notice to cause all other record holders of the Registrable Securities that such registration statement is to be declared effective within 90 days of the Filing Date (the “Effective Date”). The Company will register (a sufficient number of shares of Common Stock to cover full conversion of the Preferred Stock filed and the Warrant) shares of Common Stock shall include in the aforedescribed registration statement. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Purchaser and the holders of the Warrant, as the case may be, and not issued, employed or reserved for anyone other than the Purchaser and the holders of the Warrant. If the closing price of the Common Stock is less than $3.00 per share for five (5) consecutive trading days prior to the Effective Date, then such registration statement will be promptly amended or additional registration statements will be promptly filed by Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 9.1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as necessary to register additional shares of Common Stock the Company reasonably requests. The obligation of the Company to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in under this Section 9.1(a)9.1 shall be limited to two registration statements. (b) Intentionally omitted.

Registration Rights Granted. The Company hereby grants the following registration rights to holders of the securities purchased hereby. (a) The Company shall use its reasonable commercial efforts to file a Form S-3 registration statement (or such other form that it is eligible to use) in order to register the Securities Conversion Shares and Preferred Shares (the “Registrable Securities”"REGISTRABLE SECURITIES") for resale and distribution under the Securities Act with the SEC by January the later to occur of October 15 , 2004 2003 and two days after the Company files its report on Form 10-K for the fiscal year ended June 30, 2003 with the SEC (the “Filing Date”"FILING DATE"), and use its reasonable commercial efforts to cause such registration statement to be declared effective within 90 days of the Filing Date (the “Effective Date”"EFFECTIVE DATE"). The Company will register (a sufficient number of shares of Common Stock to cover full conversion of the Preferred Stock and the Warrant) 470,000 shares of Common Stock in the aforedescribed registration statement. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Purchaser and the holders of the Warrant, as the case may be, and not issued, employed or reserved for anyone other than the Purchaser and the holders of the Warrant. If the closing price of the Common Stock is less than $3.00 per share for five (5) consecutive trading days prior to the Effective Datedays, then such registration statement will be promptly amended or additional registration statements will be promptly filed by the Company as necessary to register additional shares of Common Stock of the Company to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 9.1(a).