Common use of Registration Rights; Rule 144 Clause in Contracts

Registration Rights; Rule 144. (a) This Warrant and the Warrant Shares shall be restricted securities pursuant to Rule 144 of Regulation D for a period of 12 months following the Effective Date. The Company agrees that it will prepare and file with the Securities and Exchange Commission ("Commission"), within ninety (90) days after the approval of its Audited Financial Statements for the year ending December 31, 2002 a registration statement (on Form F-3, or other appropriate registration statement form) under the Securities Act (the "Registration Statement") covering the Warrant Shares so as to permit a non underwritten public offering and resale of the Shares and the Warrant Shares. The Company shall bear all expenses related the filing of the Registration Statement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective on the first anniversary of the Closing Date but in any event not later than 15 months from the Closing Date or, in the event the Commission informs the Company that the Registration Statement will not be reviewed by the Commission, within ninety (90) days from the filing date, and in either event, within five (5) business days of Commission clearance to request effectiveness (but not earlier than the first anniversary of the Closing Date). The number of shares designated in the Registration Statement to be registered shall include all of the Warrant Shares, and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify the Investors of the effectiveness of the Registration Statement within two trading days of such event. (b) Not withstanding the above, if the Company shall determine to register any sale or other disposition of its securities under the Securities Act, either for its own account or the account of a security holder or holders exercising their respective registration rights (whether or not this Warrant has been exercised at that time), other than a registration relating solely to employee benefit plans, or a registration relating to a corporate re-organisation or other transaction under Rule 145, or a registration on any registration form that does not permit secondary sales, then the Company shall (i) give the Holder at least thirty (30) days' advance written notice thereof, and (ii) use its best efforts, solely at the expense of the Company, to include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Warrant Shares specified in a written request made by the Holder and received by the Company within ten (10) days after the written notice from the Company described in 13 (b) (i) above is received by the Holder. Such written request may specify all or a part of the Warrant Shares. The rights granted to the Holder under this Section 13 shall survive exercise of this Warrant and the issuance of Ordinary Shares to the Holder in connection herewith. (c) At all times during which any Warrant Shares are outstanding, the Company agrees to: (i) Make and keep available adequate current public information as described in Rule 144(c) under the Securities Act; (ii) File with the U.S. Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934; and (iii) Furnish to the Holder upon request (A) a written statement by the Company as to its compliance with the requirements of subparagraphs (i) and (ii) above, (B) a copy of the most recent annual report of the Company, and (C) such other reports and documents of the Company as the Holder may reasonably request to avail himself of Rule 144 or any similar rule or regulation of the Securities and Exchange Commission allowing him to sell any such securities without registration.

Registration Rights; Rule 144. (a) This Warrant and the Warrant Shares shall be restricted securities pursuant to Rule 144 of Regulation D for a period of 12 months following the Effective Date. The Company agrees that it will prepare and file with shall use its reasonable best efforts to register the resale by the Investors of the Registrable Securities and Exchange Commission ("Commission"), within ninety (90) days after the approval of its Audited Financial Statements for the year ending December 31, 2002 on a registration statement (on Form F-3S-3, or other appropriate registration statement form) under the Securities Act if Form S-3 is not available, Form S-1 (the "each, a “Registration Statement") ”), and shall file the initial Registration Statement covering the Shares issued at the First Closing, the Pre-Funded Warrant Shares so as to permit a non underwritten public offering and resale issuable upon exercise of the Shares Pre-Funded Warrants issued at the First Closing and any other Registrable Securities associated therewith with the Warrant Shares. The Company shall bear all expenses related SEC no later than twenty (20) calendar days from the filing of the Registration Statement. The Company preliminary proxy statement required to be filed pursuant to Section 8.10, and shall use commercially its reasonable best efforts to cause have such Registration Statement declared effective as soon as practicable, but in no event later than seventy five (75) calendar days from the First Closing Date; provided, that such deadline shall be extended to become effective on one hundred twenty (120) calendar days after the first anniversary of the First Closing Date but in any event not later than 15 months from if the Closing Date orRegistration Statement is reviewed by, in and comments thereto are provided from, the event Staff, provided, further that the Commission informs Company shall have such Registration Statement declared effective within three (3) Business Days after the Staff has notified the Company that the Registration Statement it will not be reviewed by the Commissionreview, within ninety (90) days from the filing dateor has completed its review, and in either event, within five (5) business days of Commission clearance to request effectiveness (but not earlier than the first anniversary of the Closing Date). The number of shares designated in the Registration Statement to be registered shall include all of the Warrant Shares, and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify the Investors of the effectiveness of the Registration Statement within two trading days of such eventRegistration Statement. (b) Not withstanding the above, if the The Company shall determine to register file a Registration Statement covering the Shares issued at the Second Closing, the Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants issued at the Second Closing and any sale or other disposition of its securities under Registrable Securities associated therewith with the Securities Act, either for its own account or the account of a security holder or holders exercising their respective registration rights (whether or not this Warrant has been exercised at that time), other SEC no later than a registration relating solely to employee benefit plans, or a registration relating to a corporate re-organisation or other transaction under Rule 145, or a registration on any registration form that does not permit secondary sales, then the Company shall (i) give the Holder at least thirty (30) days' advance written notice thereofcalendar days from the Second Closing Date, and (ii) shall use its reasonable best effortsefforts to have such Registration Statement declared effective as soon as practicable, solely at but in no event later than seventy five (75) calendar days from the expense of the CompanySecond Closing Date; provided, that such deadline shall be extended to include in such registration one hundred twenty (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Warrant Shares specified in a written request made by the Holder and received by the Company within ten (10120) calendar days after the written notice from Second Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Staff, provided, further that the Company described in 13 shall have such Registration Statement declared effective within three (b3) (i) above is received by Business Days after the Holder. Such written request may specify all Staff has notified the Company that it will not review, or a part has completed its review, of the Warrant Shares. The rights granted to the Holder under this Section 13 shall survive exercise of this Warrant and the issuance of Ordinary Shares to the Holder in connection herewithsuch Registration Statement. (c) At all times during which any The Company shall file a Registration Statement covering the Shares issued at the Third Closing and Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants issued at the Third Closing with the SEC no later than thirty (30) calendar days from the Third Closing Date, and shall use its reasonable best efforts to have such Registration Statement declared effective as soon as practicable, but in no event later than seventy five (75) calendar days from the Third Closing Date; provided, that such deadline shall be extended to one hundred twenty (120) calendar days after the Third Closing Date if the Registration Statement is reviewed by, and comments thereto are outstandingprovided from, the Staff, provided, further that the Company shall have such Registration Statement declared effective within three (3) Business Days after the Staff has notified the Company that it will not review, or has completed its review, of such Registration Statement. (d) In no event shall the Investor be identified as a statutory underwriter in a Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from such Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such in the Registration Statement. No Registration Statement shall include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Investors beneficially owning (as determined pursuant to Rule 13d-3 under the 1934 Act) a majority of the Registrable Securities. (e) Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any prospectus that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in the Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds thirty (30) consecutive Trading Days or ninety (90) total Trading Days in any three hundred sixty (360)-day period. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to holders whose Registrable Securities are included in any Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. (f) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: : (i) Make make and keep available adequate current public information available, as described those terms are understood and defined in Rule 144(c144, until the earlier of (A) under six months after such date on which all of the Registrable Securities Act; may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date on which there are no longer Registrable Securities; (ii) File file with the U.S. Securities and Exchange Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act 1934 Act; and the Securities Exchange Act of 1934; and (iii) Furnish furnish electronically to the Holder each Investor upon request request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company as to its compliance that it has complied with the reporting requirements of subparagraphs (i) and (ii) abovethe 1934 Act, (B) a copy of or electronic access to the Company’s most recent annual report of the CompanyAnnual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other reports and documents of the Company information as the Holder may be reasonably request requested in order to avail himself such Investor of Rule 144 or any similar rule or regulation of the Securities and Exchange Commission allowing him to sell SEC that permits the selling of any such securities Registrable Securities without registration. (g) If (i) any Registration Statement is not filed within the time frame set forth in this Section 8.9, (ii) any Registration Statement is not declared effective within the time frame set forth in this Section 8.9, (iii) the Company fails to file with the SEC a request for acceleration of any Registration Statement within three (3) Business Days after the Staff has notified the Company that it will not review, or has completed its review, of such Registration Statement, (iv) prior to the effective date of any Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within ten (10) Trading Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, or (v) after the effective date of any Registration Statement, holders of Registrable Securities are suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds thirty (30) consecutive Trading Days or ninety (90) total Trading Days in any three hundred sixty (360)-day period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (ii), the date on which such Event occurs, for purpose of clause (iii), the date on which such three (3) Business Day period is exceeded, for purpose of clause (iv), the date which such ten (10) Trading Day period is exceeded, and for purpose of clause (v), the date on which such thirty (30) consecutive Trading Day or (90) total Trading Day period is exceeded, as applicable, being referred to as “Event Date”), then, in addition to any other rights the Investors may have hereunder or under applicable law, as liquidated damages on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor negatively impacted by the Event, as liquidated damages, an amount in cash equal to the product of 1.0% multiplied by the aggregate subscription amount paid by such Investors for Registrable Securities impacted by such Event pursuant to this Agreement. The parties agree that the maximum aggregate liquidated damages payable to an Investor under this Agreement shall be 6.0% of the aggregate subscription amount paid by such Investor pursuant to this Agreement. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, the Company shall not owe any liquidated damages to any Investor pursuant to this Section 8.9(g) if, at the time of the Event, such Investor may sell the Registrable Securities held by such Investor pursuant to Rule 144 without volume restrictions or current public information requirements. (h) All fees and expenses incident to the performance of or compliance with this Section 8.9 by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to any Registration Statement; provided, however, that in no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Investor.

Registration Rights; Rule 144. (ai) This Warrant and The Purchaser shall have registration rights with respect to the Warrant Shares shall be restricted securities pursuant Registrable Securities subject to Rule 144 of Regulation D for a period of 12 months following the Effective Dateconditions set forth below. The Company agrees that it will prepare and file with the SEC as soon as practicable, and use reasonable best efforts to cause to become effective, a Registration Statement on Form SB-2 (unless Company is at any time eligible to use Form 3, then on Form 3) for all Registrable Securities and Exchange Commission at no cost or expense to the Holder ("Commission"other than any commissions, if any, relating to the sale of Holder’s shares), within ninety (90and to keep it current and effective until such time as Holder can sell all of the remaining Registrable Securities under Rule 144(k) days after without volume or other restrictions or limit. Anything to the approval of its Audited Financial Statements for contrary notwithstanding, a registration statement covering the year ending Registrable Securities shall be filed no later than December 31, 2002 a registration statement (on Form F-3, or other appropriate registration statement form) under the Securities Act (the "Registration Statement") covering the Warrant Shares so as to permit a non underwritten public offering and resale of the Shares and the Warrant Shares. The Company shall bear all expenses related the filing of the Registration Statement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective on the first anniversary of the Closing Date but in any event not later than 15 months from the Closing Date or, in the event the Commission informs the Company that the Registration Statement will not be reviewed by the Commission, within ninety (90) days from the filing date, and in either event, within five (5) business days of Commission clearance to request effectiveness (but not earlier than the first anniversary of the Closing Date). The number of shares designated in the Registration Statement to be registered shall include all of the Warrant Shares, and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify the Investors of the effectiveness of the Registration Statement within two trading days of such event2007. (bii) Not withstanding The parties acknowledge that the above, damages which may be incurred by the Holder if the Company shall determine to register any sale or other disposition of its securities under the Securities Act, either for its own account or the account of a security holder or holders exercising their respective registration rights (whether or not this Warrant has been exercised at that time), other than a registration relating solely to employee benefit plans, or a registration relating to a corporate re-organisation or other transaction under Rule 145, or a registration on any registration form that does not permit secondary salesfulfill its obligations under subparagraph (i) above, which will affect the Holder’s ability to sell the Shares, may be difficult to ascertain. If the Company fails to file a Registration Statement covering the Registrable Securities on or before December 31, 2007, then the Company will make payment to the Purchaser, for each Computation Period (as defined below) an amount equal to 2% of the aggregate principal amount of the Note then outstanding (the “Periodic Amount”) provided however, that no event shall (i) give the Holder at least aggregate liquidated damages exceed 18% of the principal amount. The term “Computation Period” means each thirty (30) days' advance written notice thereof, and (ii) use its best efforts, solely at day period commencing on the expense effective date of the Company, to include in such Subsequent Registration Statement and ending on the date on which there are one or more effective registration (and any related qualification under blue sky laws statements covering the Purchaser’s sale of all of the Holder’s shares. The Periodic Amount shall be due without further demand or other compliance), and in any underwriting involved therein, all the Warrant Shares specified in a written request made by the Holder and received by the Company within ten (10) days after the written notice from the Company described in 13 (bPurchaser. The parties agree that the amounts payable pursuant to the foregoing provisions of this Section 4(g) (i) above is received by represent a reasonable estimate on the Holder. Such written request may specify all or a part of the Warrant Shares. The rights granted to parties, as of the Holder under this Section 13 shall survive exercise date of this Warrant and the issuance of Ordinary Shares to the Holder in connection herewith. (c) At all times during which any Warrant Shares are outstandingAgreement, the Company agrees to: (i) Make and keep available adequate current public information as described in Rule 144(c) under the Securities Act; (ii) File with the U.S. Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act amount of 1934; and (iii) Furnish to the Holder upon request (A) a written statement by the Company as to its compliance with the requirements of subparagraphs (i) and (ii) above, (B) a copy of the most recent annual report of the Company, and (C) such other reports and documents of the Company as the Holder may reasonably request to avail himself of Rule 144 or any similar rule or regulation of the Securities and Exchange Commission allowing him to sell any such securities without registrationdamages.

Registration Rights; Rule 144. (a) This Warrant and the Warrant Shares shall be restricted securities pursuant to Rule 144 of Regulation D for a period of 12 months following the Effective Date. The Company agrees that it will prepare and file shall use its reasonable best efforts to register the resale by the Investors of the Registrable Securities on a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 (the “Registration Statement”), by filing such Registration Statement with the Securities SEC no later than sixty (60) calendar days from the Closing Date, and Exchange Commission ("Commission")shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable, within but in no event later than ninety (90) calendar days from the Closing Date, provided, that this deadline shall be extended to one hundred twenty (120) calendar days after the approval of its Audited Financial Statements for Closing Date if the year ending December 31Registration Statement is reviewed by, 2002 a registration statement and comments thereto are provided from, the SEC, provided, further that the Company shall have the Registration Statement declared effective within three (on Form F-33) Business Days after the SEC has notified the Company that it will not review, or other appropriate registration statement form) under the Securities Act (the "Registration Statement") covering the Warrant Shares so as to permit a non underwritten public offering and resale of the Shares and the Warrant Shares. The Company shall bear all expenses related the filing has completed its review, of the Registration Statement. The Company In no event shall use commercially reasonable efforts to cause such Registration Statement to become effective on the first anniversary of the Closing Date but in any event not later than 15 months from the Closing Date or, in the event the Commission informs the Company that the Registration Statement will not Investor be reviewed by the Commission, within ninety (90) days from the filing date, and in either event, within five (5) business days of Commission clearance to request effectiveness (but not earlier than the first anniversary of the Closing Date). The number of shares designated identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be registered deemed satisfied or (ii) be included as such in the Registration Statement. Such Registration Statement shall not include all any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Warrant Shares, and shall include appropriate language regarding reliance upon Investors beneficially owning (as determined pursuant to Rule 416 to 13d-3 under the extent permitted by the Commission. The Company will notify the Investors Exchange Act) a majority of the effectiveness of the Registration Statement within two trading days of such eventRegistrable Securities. (b) Not withstanding Notwithstanding anything to the abovecontrary contained herein, the Company may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any prospectus that forms a part of a Registration Statement, if the Company shall determine (X) determines that it would be required to register any sale make disclosure of material information in the Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines it must amend or other disposition of its securities under supplement the Securities Act, either for its own account Registration Statement or the account related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a security holder material fact or holders exercising their respective registration rights omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading or (whether or not this Warrant has been exercised at that time), other than a registration relating solely to employee benefit plans, or a registration relating to a corporate re-organisation or other transaction under Rule 145, or a registration on any registration form that does not permit secondary sales, then Z) the Company shall (i) give has experienced or is experiencing some other material non-public event, including a pending transaction involving the Holder Company, the disclosure of which at least thirty (30) days' advance written notice thereofsuch time, and (ii) use its best efforts, solely at in the expense good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling Registrable Securities pursuant to include the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total Trading Days in any 360-day period. Upon disclosure of such registration (and any related qualification under blue sky laws information or other compliance)the termination of the condition described above, the Company shall provide prompt notice to holders whose Registrable Securities are included in the Registration Statement, and in shall promptly terminate any underwriting involved therein, all the Warrant Shares specified in a written request made by the Holder suspension of sales it has put into effect and received by the Company within ten (10) days after the written notice from the Company described in 13 (b) (i) above is received by the Holder. Such written request may specify all or a part shall take such other reasonable actions to permit registered sales of the Warrant Shares. The rights granted to the Holder under this Section 13 shall survive exercise of this Warrant and the issuance of Ordinary Shares to the Holder in connection herewithRegistrable Securities as contemplated hereby. (c) At all times during which With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any Warrant Shares are outstandingother rule or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: : (i) Make make and keep available adequate current public information available, as described those terms are understood and defined in Rule 144(c144, until the earlier of (A) under six months after such date as all of the Registrable Securities Act; may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as there are no longer Registrable Securities; (ii) File file with the U.S. Securities and Exchange Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act 1934 Act; and the Securities Exchange Act of 1934; and (iii) Furnish furnish electronically to the Holder each Investor upon request request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company as to its compliance that it has complied with the reporting requirements of subparagraphs (i) and (ii) abovethe 1934 Act, (B) a copy of or electronic access to the Company’s most recent annual report of the CompanyAnnual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other reports and documents of the Company information as the Holder may be reasonably request requested in order to avail himself such Investor of Rule 144 or any similar rule or regulation of the Securities and Exchange Commission allowing him to sell SEC that permits the selling of any such securities Registrable Securities without registration.

Registration Rights; Rule 144. (a) This Warrant The Company shall use its reasonable best efforts to register the resale by the Investors of the Registrable Securities and the issuance of the Warrant Shares shall be restricted securities pursuant to Rule 144 upon exercise of Regulation D for the Warrants on a period of 12 months following registration statement on Form S-3, or if Form S-3 is not available, Form S-1 (the Effective Date. The Company agrees that it will prepare and file “Registration Statement”), by filing such Registration Statement with the Securities SEC no later than sixty (60) calendar days from the Closing Date, and Exchange Commission ("Commission")shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable, within but in no event later than ninety (90) calendar days from the Closing Date, provided, that this deadline shall be extended to one hundred and twenty (120) calendar days after the approval of its Audited Financial Statements for Closing Date if the year ending December 31Registration Statement is reviewed by, 2002 a registration statement and comments thereto are provided from, the SEC, provided, further that the Company shall have the Registration Statement declared effective within five (on Form F-35) Business Days after the SEC has notified the Company that it will not review, or other appropriate registration statement form) under the Securities Act (the "Registration Statement") covering the Warrant Shares so as to permit a non underwritten public offering and resale of the Shares and the Warrant Shares. The Company shall bear all expenses related the filing has completed its review, of the Registration Statement. The Company In no event shall use commercially reasonable efforts to cause such Registration Statement to become effective on the first anniversary of the Closing Date but in any event not later than 15 months from the Closing Date or, in the event the Commission informs the Company that the Registration Statement will not Investor be reviewed by the Commission, within ninety (90) days from the filing date, and in either event, within five (5) business days of Commission clearance to request effectiveness (but not earlier than the first anniversary of the Closing Date). The number of shares designated identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement, in which case the Company’s obligation to register the Registrable Securities will be registered deemed satisfied or (ii) be included as such in the Registration Statement. Such Registration Statement shall not include all any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Warrant Shares, and shall include appropriate language regarding reliance upon Investors beneficially owning (as determined pursuant to Rule 416 to 13d-3 under the extent permitted by the Commission. The Company will notify the Investors Exchange Act) a majority of the effectiveness of the Registration Statement within two trading days of such eventRegistrable Securities. (b) Not withstanding Notwithstanding anything to the abovecontrary contained herein, the Company may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any prospectus that forms a part of a Registration Statement, if the Company shall determine (X) determines that it would be required to register any sale make disclosure of material information in the Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines it must amend or other disposition of its securities under supplement the Securities Act, either for its own account Registration Statement or the account related prospectus so that such Registration US_ACTIVE\122682223\V-9 Statement or prospectus shall not include an untrue statement of a security holder material fact or holders exercising their respective registration rights omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading or (whether or not this Warrant has been exercised at that time), other than a registration relating solely to employee benefit plans, or a registration relating to a corporate re-organisation or other transaction under Rule 145, or a registration on any registration form that does not permit secondary sales, then Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall (i) give holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Holder at least Registration Statement for a period that exceeds thirty (30) days' advance written consecutive Trading Days or ninety (90) total Trading Days in any three hundred sixty (360)-day period. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice thereofto holders whose Registrable Securities are included in the Registration Statement, and (ii) use its best efforts, solely at the expense shall promptly terminate any suspension of the Company, sales it has put into effect and shall take such other reasonable actions to include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Warrant Shares specified in a written request made by the Holder and received by the Company within ten (10) days after the written notice from the Company described in 13 (b) (i) above is received by the Holder. Such written request may specify all or a part permit registered sales of the Warrant Shares. The rights granted to the Holder under this Section 13 shall survive exercise of this Warrant and the issuance of Ordinary Shares to the Holder in connection herewithRegistrable Securities as contemplated hereby. (c) At all times during which With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any Warrant Shares are outstandingother rule or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: : (i) Make make and keep available adequate current public information available, as described those terms are understood and defined in Rule 144(c144, until the earlier of (A) under six months after such date on which all of the Registrable Securities Act; may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date on which there are no longer Registrable Securities; (ii) File file with the U.S. Securities and Exchange Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act 1934 Act; and the Securities Exchange Act of 1934; and (iii) Furnish furnish electronically to the Holder each Investor upon request request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company as to its compliance that it has complied with the reporting requirements of subparagraphs (i) and (ii) abovethe 1934 Act, (B) a copy of or electronic access to the Company’s most recent annual report of the CompanyAnnual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other reports and documents of the Company information as the Holder may be reasonably request requested in order to avail himself such Investor of Rule 144 or any similar rule or regulation of the Securities and Exchange Commission allowing him to sell SEC that permits the selling of any such securities Registrable Securities without registration. (d) The Company shall bear and be responsible for all fees relating to the Registration Statement (including filings fees, printer fees, and fees and expenses of the Company’s counsel and independent registered public accountants). In no event shall the Company be responsible for any broker or similar commissions of any Investor or any legal fees or other costs of the Investors.

Registration Rights; Rule 144. (ai) This Warrant and the Warrant Shares shall be restricted securities pursuant to Rule 144 of Regulation D for a period of 12 months following the Effective Date. The Company agrees that it will prepare and file with the Securities and Exchange Commission ("Commission"), within ninety (90) days after the approval of its Audited Financial Statements for the year ending December 31, 2002 a registration statement (on Form F-3, or other appropriate registration statement form) under the Securities Act (the "Registration Statement") covering the Warrant Shares so as to permit a non underwritten public offering and resale of the Shares and the Warrant Shares. The Company shall bear all expenses related the filing of the Registration Statement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective on the first anniversary of the Closing Date but in any event not later than 15 months from the Closing Date or, in the event the Commission informs the Company that the Registration Statement will not be reviewed by the Commission, within ninety (90) days from the filing date, and in either event, within five (5) business days of Commission clearance to request effectiveness (but not earlier than the first anniversary of the Closing Date). The number of shares designated in the Registration Statement to be registered shall include all of the Warrant SharesPledged Shares in a Registration Statement to be filed within thirty (30) days after the Closing Date, and shall include appropriate language regarding reliance upon Rule 416 use reasonable effort to the extent permitted by the Commission. The Company will notify the Investors of the effectiveness of the have such Registration Statement within two trading days of such event(and any applicable Blue Sky filings) declared effective as soon as feasible. (bii) Not withstanding The Holder shall have piggy-back registration rights with respect to the above, if Issued Shares subject to the conditions set forth below. If the Company shall determine to register any sale or other disposition of its securities under the Securities Act, either for its own account or the account of a security holder or holders exercising their respective registration rights participates (whether voluntarily or not this Warrant has been exercised at that time), by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration relating solely to employee benefit planson Form S-8 or on Form S-4), or a registration relating to a corporate re-organisation or other transaction under Rule 145, or a registration on any registration form that does not permit secondary sales, then the Company shall (i) give the Holder at least thirty (30) days' advance written notice thereof, and (ii) use its best efforts, solely at the expense of the Company, thereof to include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Warrant Shares specified in a written request made by the Holder and received by the Company Holder shall have the right, exercisable within ten (10) days Trading Days after the written notice from the Company described in 13 (b) (i) above is received by the Holder. Such written request may specify receipt of such notice, to demand inclusion of all or a part portion of the Warrant SharesHolder’s Issued Shares in such registration statement (a “Subsequent Registration Statement”), without any cutbacks. The rights granted If the Holder exercises such election, the Issued Shares so designated shall be included in the registration statement (without any holdbacks) at no cost or expense to the Holder (other than any commissions, if any, relating to the sale of Holder’s shares). Each Holder’s rights under this Section 13 4(g)(i) shall survive exercise expire at such time as such Holder can sell all of this Warrant and the issuance of Ordinary such Holder’s remaining Issued Shares to the Holder in connection herewithunder Rule 144 (as defined below) without volume or other restrictions or limit. (c) At all times during which any Warrant Shares are outstanding, the Company agrees to: (i) Make and keep available adequate current public information as described in Rule 144(c) under the Securities Act; (ii) File with the U.S. Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934; and (iii) Furnish to The parties acknowledge that the damages which may be incurred by the Holder upon request if the Company does not fulfill its obligations under subparagraph (i) above, which will affect the Holder’s ability to sell the shares, may be difficult to ascertain. If either (A) a written statement by the Company as fails to its compliance with give the requirements of subparagraphs Buyer the notice referred to in the immediately preceding subparagraph (i) and (ii) above, which results in any of the Holder’s shares not being included in the Subsequent Registration Statement or (B) a copy after giving such notice, the Company fails to include all of the most recent annual report Holder’s shares (to the extent requested by the Holder) in the Subsequent Registration Statement, then the Company will make payment to the Buyer, for each Computation Period (as defined below) the amount equal to $15,500.00 multiplied by the Buyer’s Allocable Share (the “Periodic Amount”). The term “Computation Period” means each thirty (30) day period commencing on the effective date of the Company, Subsequent Registration Statement and (C) such other reports and documents ending on the date on which there are one or more effective registration statements covering the Buyer’s sale of all of the Company as Holder’s shares. The Periodic Amount shall be due without further demand or notice from the Holder may reasonably request Buyer. The parties agree that the amounts payable pursuant to avail himself the foregoing provisions of Rule 144 or any similar rule or regulation this Section 4(g) represent a reasonable estimate on the part of the Securities and Exchange Commission allowing him to sell any parties, as of the date of this Agreement, of the amount of such securities without registrationdamages.