FORM OF REGISTRATION RIGHTS AGREEMENT

Exhibit 4.14

FORM OF

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated as of ________________, 2005 is entered into between Magnetech Integrated Services Corp., an Indiana corporation (the “Company”), and the Purchasers listed on Schedule 1 hereto (each a “Holder”).

On or prior to the date hereof, (i) the Company issued certain Subordinated Secured Convertible Debenture (the “Debenture”) to the Holders on the date hereof that may be converted to common stock, no par value per share (the “Common Stock”) of the Company (the “Underlying Shares”) and (ii) the Company has issued Common Stock Warrants (the “Warrants”) that are exercisable into Common Stock (the “Warrant Shares”), all as more particularly provided therein.

The parties hereto agree as follows.

1. Registration Rights.

1.1 Definitions. For purposes of this Agreement:

(a) The term “Act” means the Securities Act of 1933, as amended.

(b) The term “Form S-3” means such form under the Act as in effect on the date hereof or any successor form under the Act that permits inclusion or incorporation of substantial information by reference to the Company’s prior and subsequent public filings under the 1934 Act.

(d) The term “Holder” means the Purchasers listed on Schedule 1 hereto and any assignee thereof in accordance with Section 1.12 hereof.

(e) The term “1934 Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(f) The term “Other Stockholders” shall mean persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

(f) The term “Placement Agency Agreement” shall mean that certain placement agency agreement amoung Strasbourger Xxxxxxx Tulcin Xxxxx Inc and Magnetech Industrial Services, Inc. and Magnetech Integrated Services Corp. dated January 25, 2005.

(g) The term “register”, “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with

the Act, and the declaration or ordering of effectiveness of such registration statement or document.

(h) The term “Registrable Securities” means the Underlying Shares, the Warrant Shares and any other shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the Debentures, the Warrants, Underlying Shares or the Warrant Shares, excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the seller’s rights under this Agreement are not assigned or any shares of Common Stock which have been sold to the public either pursuant to a registration statement or Rule 144.

(i) The number of shares of “Registrable Securities then outstanding” shall be determined by the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities.

(j) The term “Rule 144” shall mean Rule 144 as promulgated by the SEC under the Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the SEC.

(k) The term “SEC” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Act.

1.2 Piggyback Registration.

(a) The Company and the Holder agree that the Registrable Securities will be included in the Company’s Form S-1 Registration Statement anticipated to be prepared by counsel to the Company, which filing the Company agrees to use its reasonable best efforts to make not later than April 30, 2005 and to cause to be declared effective not later than 135 days from the date hereof. The Company and the Holder have further agreed that such inclusion will satisfy the registration rights given to Holder pursuant to this Agreement; provided, however, that such inclusion satisfies such obligation only if the registration statement is declared effective not later than 165 days from the date hereof; provided however, if the Company has not filed a Form S-1 Registration Statement that includes the Registrable Securities by April 30, 2005, for each thirty (30) days that such Form S-1 is not filed the Company shall pay the Holders liquidated damages equal to one percent (1%) of the total issued share capital of the Company in Common Stock. With respect to the aforementioned liquidated damage award, each Holder shall receive shares of Common Stock, pro rata, based on the number of Registrable Securities owned by such Holder. Notwithstanding the foregoing, if the Company shall furnish to Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed owing to a material pending transaction or other issue and it is therefore essential to defer the filing of such registration statement, the Company shall not be required to pay such liquidated damages. In addition, the Holder acknowledges that the Company has granted registration rights to the purchasers (the “Prior Purchasers”) of its securities in certain prior private offerings. The Holder’s Registrable Securities may be included in any registration filed pursuant to this Section 1.2 only to the extent that the inclusion of its securities will not reduce the amount of the

Registrable Securities of the Prior Purchasers which is included in such registration statement. Moreover, the Holder may not seek to cause the Company to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) of the Registration Rights Agreement between the Company and the Prior Purchasers (the “Prior Registration Agreement”) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 1.2 of the Prior Registration Agreement.

1.3 Demand Registration

(a) In the event that the S-1 Registration Statement is not filed by the Company by April 30, 2005 pursuant to Section 1.2 hereof, a Holder or Holders shall be entitled to initiate registration request hereunder (“Initiating Holders) The Initiating Holders shall so advise the Company in writing that the Company file a registration statement under the Act registering the Registrable Securities. The Company shall file a Form S-1 Registration Statement no later than 45 days from the date of such registration request and be declared effective not later than 90 days from the date thereof. The Company and the Holder shall further agree that such filing will satisfy the piggyback registration rights given to Holder pursuant to this Agreement; provided, however, that such inclusion satisfies such obligation only if the registration statement is declared effective not later than 90 days from the date of the request from the Initiating Holders.

(b) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.3, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed owing to a material pending transaction and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders.

(c) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.3 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act.

1.4 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective until the Registrable Securities registered thereunder have been sold by the Holders (or such shorter period as the Holders may consent to in writing).

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as

may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement.

(c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(g) Use its best efforts to cause all such Registrable Securities registered hereunder to be listed on the securities exchange or Nasdaq trading system on which similar securities of the Company are then listed or trade.

(h) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

1.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities.

1.6 Expenses of Registration.

(a) Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.3, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.3; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2 or Section 1.3.

(b) Piggyback Registration. All expenses other than underwriting discounts and commissions incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 1.2 for each Holder (which right may be assigned as provided in Section 1.11, including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto and the fees and disbursements of one counsel for the selling Holders selected by them, but excluding underwriting discounts and commissions relating to Registrable Securities shall be borne by the Company.

1.7 Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below fifty percent of the total amount of securities included in such offering, or (ii)

notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder”, and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder”, as defined in this sentence.

1.8 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.9 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act; and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

(b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under

the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 1.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, that, in no event shall any indemnity under this subsection 1.9(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 1.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.10, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.9.

(d) If the indemnification provided for in this Section 1.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations; provided that in no event shall any contribution by a Holder under this subsection 1.9(d) exceed the net proceeds from the offering received by such Holder or the amount such person would have been obligated to pay if indemnification had been available. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by

the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control for the parties to that agreement.

(f) The obligations of the Company and Holders under this Section 1.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

1.10 Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the 1934 Act;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

1.11 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that is an affiliate (as such term is defined in Rule 405 of the Act) of the Holder, provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

1.12 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 1.2.

1.13 Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years from the date hereof with respect to Demand Registration Rights, or (ii) such time as Rule 144 or another similar exemption (without recourse to Rule 144(k) unless such Holder holds less than or equal to 2% of the Stock) under the Securities Act is available for the sale of all of such Holder’s shares during a three (3)-month period without registration,

2. Miscellaneous.

2.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

2.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York.

2.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

2.5 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties.

2.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

2.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities and the Company.

2.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

2.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

2.10 Entire Agreement; Amendment; Waiver. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	Magnetech Integrated Services Corp.


	By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: President and Chief Executive Officer



	Purchaser


	By:	[See Schedule 1]
	Name:

Schedule 1

Purchaser(s)

MAGNETECH INTEGRATED SERVICES CORP.

Private Placement of Subordinated Secured Convertible Debentures

Purchaser	Closing Date		Principal Amount of Debentures		Warrants

Xxxxx X. Xxxxx		3/4/2005	$	100,000.00		105,729
Xxxxxxx Xxxxxx & Xxxxxx Xxxxxx JTWROS		3/4/2005	$	250,000.00		264,323
Xxxxx X. Xxxxxxx & Xxxxx X. Xxxxxxxx Xxxxxxx XX TR 1/18/99		3/4/2005	$	50,000.00		52,865
Pershing as Cust., XXX FBO Xxxxxx X'Xxxxxx		3/4/2005	$	50,000.00		52,865
Xx. Xxxxx Xxxx, III		3/4/2005	$	30,000.00		31,719
Xx. Xxx Xxxxxxxxx & Xxxxx X. Xxxxxxxxx JTWROS		3/4/2005	$	25,000.00		26,432
Xxxxxxx Xxxxxxx & Xxxxxxx Xxxx Xxxxxxx JTWROS		3/4/2005	$	75,000.00		79,297
Xxxx X. Xxxxxxxxx		3/4/2005	$	100,000.00		105,729
Xx. Xxxxxxx Xxxxxxxxxx		3/4/2005	$	50,000.00		52,865
RS & VS Ltd., SJDE LLC Gen. Partner		3/4/2005	$	25,000.00		26,432
Xxxxxxx X. Xxxxx, Xx.		3/4/2005	$	50,000.00		52,865
Xxxxxx X. Xxxxxx		3/4/2005	$	25,000.00		26,432
Xxxx Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxxxx JTWROS		3/4/2005	$	25,000.00		26,432
Xx. Xxxxx X. Xxxxxx		3/4/2005	$	50,000.00		52,865
Xxxxxx X. Xxxxxxxx MD TR ISERP Profit Sharing Plan FBO Xxxxxx X. Xxxxxxxx MD		3/4/2005	$	25,000.00		26,432
Xx. Xxxxxxx X. Xxxxxxxxx		3/4/2005	$	50,000.00		52,865
Xxxxxx X. Xxxx		3/4/2005	$	50,000.00		52,865
Xxxxxx Xxxxx TR The Xxxxxx Xxxxx Trust U A Dated 6/10/1991 FBO Xxxxxx Xxxxx		3/4/2005	$	50,000.00		52,865
Xxxxx X. Xxxxxxx Xx. & Xxxxxx X. Xxxxxxx TRS Xxxxx X. Xxxxxxx Xx. Trust DTD 4/12/02 AMD DTD 1/22/03		3/4/2005	$	50,000.00		52,865
Xxxxxx Xxxxxxxxxxx		3/4/2005	$	250,000.00		264,323
Pershing as Cust., SEP FBO Xxxxxx Xxxxxxxxxxx		3/4/2005	$	50,000.00		52,865
Xxxxxx Xxx Xxxxxx		3/4/2005	$	20,000.00		21,146
Xxxx X. Xxxxxx Xx. & Xxxxxx Xxxxxx Xxxxxx JTWROS		3/4/2005	$	25,000.00		26,432
Xxxxxx Xxx Xxxxxxx		3/4/2005	$	30,000.00		31,719
StarInvest Group, Inc.		3/4/2005	$	400,000.00		422,917
SwissFinanz Partner AG		3/4/2005	$	130,000.00		137,448
Xxxxxx Xxxxxx		3/4/2005	$	20,000.00		21,146
Xxxxxx Xxxxxxxxx		3/4/2005	$	20,000.00		21,146
Xxxx Xxxxxxxx		3/4/2005	$	50,000.00		52,865
Xxxxxx Xxxxx		3/4/2005	$	80,000.00		84,583
Xxxxxxxxx Xxxx		3/4/2005	$	50,000.00		52,865
Xxxx Remensberger		3/4/2005	$	20,000.00		21,146
Xxxxx Xxxxxxxxxxx		3/4/2005	$	25,000.00		26,432
Xxxxx X. Xxxx-Xxxxxx		3/4/2005	$	10,000.00		10,573
Xxxxx Xxxxx Xxxxx		3/4/2005	$	10,000.00		10,573
Xxxxxxxx Xxxxxxxxxx		3/4/2005	$	10,000.00		10,573
Xxxx Xxxxxxxxxx		3/4/2005	$	15,000.00		15,859
Xxxxx Xxxxxx		3/4/2005	$	10,000.00		10,573
Hans Nef-Xxxx		3/4/2005	$	60,000.00		63,437
Xxxxx Xxxxxx		3/4/2005	$	50,000.00		52,865
Xxx Xxxxxxx		3/4/2005	$	15,000.00		15,859
Xxxxxx Xxxxxxxx		3/4/2005	$	5,000.00		5,286
Xxxxxxxxx Xxxxxxxxxx		3/4/2005	$	10,000.00		10,573
Xxxx Xxx		3/4/2005	$	20,000.00		21,146
Xxxxxx X. Xxxxxx, III		3/8/2005	$	50,000.00		52,865
Kilmare Worldwide Inc.		3/8/2005	$	25,000.00		26,432
StarInvest Group, Inc.		3/8/2005	$	400,000.00		422,916
Xxxxxx Xxxxxxxxxxx		3/8/2005	$	25,000.00		26,432
Xxxxxxxxx Xxxxx		4/15/2005	$	25,000.00		26,432
Highgate House Funds, Ltd.		4/15/2005	$	500,000.00		528,645
Pershing LLC as Custodian, XXX fbo Xxxxxxx X. Xxxxxx		5/9/2005	$	100,000.00		105,729
SwissFinanz Partner AG		5/9/2005	$	60,000.00		63,437
Xxxxxx Xxxxx		5/9/2005	$	50,000.00		52,865
Xxxx Remensberger		5/9/2005	$	20,000.00		21,146
Xxxx Xxxxxxxxxx		5/9/2005	$	20,000.00		21,146
Xxxx-Xxxxx Xxxxxx		5/9/2005	$	20,000.00		21,146
Xxxxx Xxxxxxx, III		5/9/2005	$	25,000.00		26,432
Xxxxxxxxx X. Xxxxxxx		5/9/2005	$	50,000.00		52,865
Xxxxxxx Xxxxxxx		5/9/2005	$	75,000.00		79,297
Xxxx X. Xxxxxxxxx		5/9/2005	$	40,000.00		42,292
Xxxxxx Xxxxxxx & Xxxxxxxxx Xxxxxxx JTWROS		5/9/2005	$	25,000.00		26,432

TOTALS			$	4,025,000.00		4,255,601

Document Metadata

Table of Contents

FORM OF REGISTRATION RIGHTS AGREEMENT

Document Metadata