Common use of Demand Registration Clause in Contracts

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon

Demand Registration. (a1) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c3) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, if the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(i)(2) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date Closing Date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the may, at its option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock and per Redeemable Warrant on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Public Offering (5) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriter's Warrant, or the Majority in interest of the Underwriter's Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form ▇▇-▇, ▇-▇ or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriter's Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Underwriter's Warrant and/or Warrant the Underwriter's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriter's Warrant may demand registration prior to exercising the Underwriter's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriter's Warrant and the Warrant Underwriter's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Underwriter's Warrant or Underwriter's Securities that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (9) at any time commencing one year after the effective date of the registration statement and expiring five (5) years thereafter, if the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(9)(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Initial Public Offering (5) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrants, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form SB-2 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriters' Securities by such Holders and any other Holders of the Underwriters' Warrants and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in Section 7(b)(2). The Holders of the Company of such requestUnderwriters' Warrants may demand registration without exercising the Underwriters' Warrants, and are never required to exercise same. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Underwriters' Securities within ten (10) business days from the date of the receipt of any such registration request. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Underwriters' Warrants and/or Warrant or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Underwriters' Warrants or Underwriters' Securities that (i) are not held by the Company, an affiliate, officer, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (whether such request is made pursuant to Section 7.3(a) or 7.3(c) hereof) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and Section 7.3(a), at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder(s) of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion, a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and all costs incident thereto shall be at the expense of the Holders) making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the may, at its option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock, determined as of (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (9) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, if the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(9)(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a1) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c3) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, if the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for the Warrant Securities within the time period specified in Section 7.4(anine (9) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the consecutive months by such Holders of the Warrants and/or its Warrant Securities; provided, the Company shall have the optionhowever, uponthat

Demand Registration. (a1) At any time commencing after one year from the effective date of the public offering hereof and expiring five four (54) years thereafter, the Holders of the Underwriters' Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other Holders holders of the Underwriters' Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (i) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c3) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (i) at any time commencing one year after the date hereof and expiring four (4) years thereafter, if the Holders of Underwriters' Warrants and/or Warrant Shares shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Shares; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(i)(2) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified expense of the Holder or Holders making such request. (4) The Company shall include such Underwriters' Warrants in Section 7.3(a) the Registration Statement relating to this offering and shall keep such Registration Statement current at least until the expiration of such Underwriters' Warrants or shall bear all of the costs of a Majority of new registration statement in the Holders of event the Underwriters' Warrants and/or Warrant Securities, the Company shall have the option, uponare to be exercised.

Demand Registration. (a) At any time commencing after the effective date expiration of the public offering hereof lock-up period agreed to by any Holder with the Managing Underwriter in connection with the IPO (or if such lock-up period is waived by such Managing Underwriter, from and expiring five after such earlier date), upon the written request (5a “Notice”) years thereafterby Holders collectively owning at least ten percent (10%) of the then-outstanding Registrable Securities (“Requesting Holders”), subject to adjustment pursuant to Section 3.04, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) Partnership shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission within sixty (60) calendar days following the "Commission"), on one occasionreceipt of the Notice, a registration statement and such other documents(each, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions “Registration Statement”) of the Act, so as Partnership to permit the public sale by Holders of all Registrable Securities which are permitted to participate in such Registration Statement pursuant to this Agreement (and may cover other securities of the Partnership) on (i) Form S-3 providing for an offering to be made on a public offering continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of their respective Warrant Registrable Securities, from time to time (a “Shelf Registration Statement”) or (ii) if the Partnership is not then eligible to file on Form S-3, on Form S-1 or under any other rule or regulation promulgated under the Securities for nine (9) consecutive months Act, or any successor rule that may be adopted by the Commission, and all amendments and supplements to such Holders Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestdocument incorporated by reference therein. (b) The Company covenants A Notice shall specify: (i) the approximate aggregate number of Registrable Securities requested to be registered by such Requesting Holder(s), (ii) the intended method of disposition of the Registrable Securities, to the extent then known and agrees to (iii) the identity of the Requesting Holder(s). Within five (5) business days after receipt of a Notice, the Partnership shall give written notice of any registration request under this Section 7.3 by any Holder or Holders such Notice to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration requestHolders. (c) Notwithstanding anything The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing date. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods, and shall be on such appropriate registration forms of the Commission, legally available to, and requested by, the Requesting Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the contrary contained herein, if extent necessary to ensure that it is available for the Company resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and shall not have filed contain 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 not misleading. Subject to Section 2.02(b), there shall be no limit on the number of Registration Statements that may be required by the Holders hereunder. (d) To the extent the Partnership is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), the Partnership shall file any Shelf Registration Statement in the form of an automatic shelf registration statement for (as defined in Rule 405 under the Warrant Securities within Act) or any successor form thereto. The Partnership shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the time period specified in Section 7.4(aSecurities Act)) hereof pursuant to during the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponEffectiveness Period.

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Public Offering (5) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Representative's Warrant, or the Majority in interest of the Representative's Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the WarrantsRepresentative's Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form S-1 or SB-2 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Representative's Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Representative's Warrant and/or Warrant the Representative's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from the Company of such requestdescribed in Section 7(b)(2). (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder or Holders to all other registered Holders of the Warrants Representative's Warrant and the Warrant Representative's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Representative's Warrant or Representative's Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Representative's Warrant or Representative's Securities that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the The Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all Majority of the Warrants and the Redeemable Warrants underlying the Warrants) Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 hereof9.2), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) (collectively, the "Requesting Holders") of their Warrants and Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrants and Warrant Shares requested to be registered by the Requesting Holders. Registration and all costs incidental to such registration shall be at the expense of the Company. (b) The Company covenants and agrees to shall give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Warrants and Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, the Holders of a Majority of the Warrants and Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their Warrants and Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, registration and all costs incidental to such registration shall be shared equally between the Holder or Holders making such request and the Company. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under this Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) In addition to the registration rights under Section 9.2 and subsections (a) and of this Section 9.3, the Holders of a Majority of the Warrants and Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their Warrants and Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, registration and all costs incidental to such registration shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) or Section 9.3(c) then the Holders may not exercise their rights under this Section 9.3(d) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a) or 9.3(c). (e) Notwithstanding anything to the contrary contained hereinin this Agreement, if the Company shall has not have filed a registration statement for the Warrants and Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a), 9.3(c) or 9.3(d) of the Holders of a Majority of the Holders of the Warrants and/or and Warrant SecuritiesShares, the Company shall have repurchase (i) any and all Warrant Shares at the optionhigher of the Market Price per share of Common Stock on (A) the date of the notice sent pursuant to Section 9.3(a), upon9.3(c) or 9.3(d), as the case may be, or (B) the expiration of the period specified in Section 9.4(a) and (ii) any and all Warrants at such Market Price less the Common Stock Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(e).

Demand Registration. (a) At any time For a period commencing after on the effective date of the public offering hereof Effective Date, and expiring ending five (5) years thereafterfrom the Closing Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from after the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in rights under Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a7.2 and subsection (a) of this Section 7.3, for a Majority period commencing on the Effective Date, and ending five (5) years from the Closing Date, unless all of the Warrants issued and issuable have been exercised and the Holders of the Warrant shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resalable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities, the Company Shares shall have the optionright, uponexercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Shares, provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration Statement, the Holders of the Representatives' Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Representatives' Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Representatives' Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Representatives' Warrants and/or Warrant Shares to all other registered Holders of the Representatives' Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the Registration Statement, the Holders of a Majority of the Representatives' Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Representatives' Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Representatives' Warrant at such Market Price less the Exercise Price of such Representatives' Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (a) At any time time, commencing after one hundred twenty (120) days from the effective date of this Agreement and during the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityMajority Holder" (as hereinafter definedsuch term is defined in Section 6.4(d) below) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.2 6.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Representative and Holderssuch Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the holders thereof, for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestmonths. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 6.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 6.4(a) hereof by notifying the Company of their decision to include such securities within twenty (20) days of their receipt of the Company's notice. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights provided for under Section 6.3 and subsection (a) of this Section 6.4, if the Company shall not have filed a registration statement for at any time during the Warrant Securities within the time period specified Exercise Term, any Majority Holder (as defined below in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a6.4(d)) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company Registrable Securities shall have the optionright, uponexercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion in respect of all holders of Registrable Securities, a Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months, provided, however, that all costs incident thereto shall be at the expense of the holders of the Registrable Securities included in such

Demand Registration. (a) At any time time, commencing after ninety (90) days from the effective date of this Agreement and during the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityMajority Holder" (as hereinafter definedsuch term is defined in Section 6.4(d) below) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.2 6.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Representative and Holderssuch Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the holders thereof, for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestmonths. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 6.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 6.4(a) hereof by notifying the Company of their decision to include such securities within twenty (20) days of their receipt of the Company's notice. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights provided for under Section 6.3 and subsection (a) of this Section 6.4, if the Company shall not have filed a registration statement for at any time during the Warrant Securities within the time period specified Exercise Term, any Majority Holder (as defined below in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a6.4(d)) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company Registrable Securities shall have the optionright, uponexercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion in respect of all holders of Registrable Securities, a Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months, provided, however, that all costs incident thereto shall be at the expense of the holders of the Registrable Securities included in such

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration Statement, the Holders of the Underwriter's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the 6 7 "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be maybe necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Underwriter's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Underwriter's Warrants and/or Warrant Shares to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one(1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the Registration Statement, the Holders of a Majority of the Underwriter's Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upona Majority

Demand Registration. (a) At any time commencing six months after the effective date of the public offering hereof Engagement Date and expiring five (5) years thereafterafter the Engagement Date, the Holders of the Financial Advisor's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Financial Advisor's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement (including, but not limited to, a registration statement on Form S-3) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Financial Advisor's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Financial Advisor's Warrants and/or Warrant Shares to all other registered Holders of the Financial Advisor's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one (1) year after the Closing Date and expiring five (5) years after the Closing Date, the Holders of a Majority of the Financial Advisor's Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Financial Advisor's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Financial Advisor's Warrant at such Market Price less the exercise price of such Financial Advisor's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (a) At any time time, commencing six (6) months after the effective date of the registration statement for the initial public offering hereof and expiring five (5) years thereafterof the Company, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Securities shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement on Form S-3 or similar form and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Securities so as to allow the unrestricted sale of the Warrant Securities to the public from time to time until all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Securities to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing one year after the Company shall not have filed a effective date of the registration statement for the Warrant Securities within initial public offering of the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of Company, the Holders of the Warrants and/or Warrant Securities, the Company Securities representing a "Majority" (as hereinafter defined) shall have the optionright on one occasion, uponexercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Securities from time to time during the Registration Period; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of Closing, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the Registration Statement, the Holders of a Majority of the Representative's Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Representative's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Representative's Warrant at such Market Price less the exercise price of such Representative's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof February 26, 2000 and expiring five (5) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing February 26, 2000 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. Without limitation to Section 7.1(b) above: (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereaftertime, the Holders of the Representative's Warrants and/or other Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months (or such shorter period which shall terminate when all of the Warrant Securities covered by such registration statement have been sold pursuant thereto) by such Holders and any other Holders of the Representative's Warrants and/or other Warrant Securities who notify the Company within ten (10) 10 days after receiving notice from the Company of such request; provided, however, that, the Company shall not be obligated to file any such registration statement pursuant to this Section 7.3(a) so long as the Registration Statement (as it may hereafter be amended) remains effective and the prospectus contained therein remains current, provided such Registration Statement (as it may hereafter be amended) covers the public offering and sale of all of the Warrant Securities by the Representative and the other Holders, if any, of the Representative's Warrants and/or other Warrant Securities. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Representative's Warrants and the and/or other Warrant Securities within ten (10) 10 days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 hereof and subsection (a) of this Section 7.3, if at any time, any Holders of Representative's Warrants and/or other Warrant Securities representing a Majority of such securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months (or such shorter period which shall terminate when all of the Warrant Securities within covered by such registration statement have been sold pursuant thereto) by any such Holder of its Warrant Securities; provided, however, that the time period specified in provisions of Section 7.4(a7.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 8 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (9) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section 9 at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, if the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a9(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay repurchase (1) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Warrants at such Market Price less the exercise price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof Engagement Date and expiring five (5) years thereafterafter the Engagement Date, the Holders of the Financial Advisor's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Financial Advisor's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement (including, but not limited to, a registration statement on Form S-3) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Financial Advisor's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Financial Advisor's Warrants and/or Warrant Shares to all other registered Holders of the Financial Advisor's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one (1) year after the Closing Date and expiring five (5) years after the Closing Date, the Holders of a Majority of the Financial Advisor's Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Financial Advisor's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Financial Advisor's Warrant at such Market Price less the exercise price of such Financial Advisor's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per Share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (a) At any time commencing after during the effective date of the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityDemand Holder" (as hereinafter definedsuch term is defined in Section 7.4(d) below) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.2 7.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Representative and Holderssuch Demand Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the holders thereof for nine (9) consecutive months months. In the event a Demand Registration Request is made pursuant to this Section 7.4(a) and the Registration Statement relating thereto is declared effective, no further Demand Registration Request can be made by such Holders and any other Holders holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestRegistrable Securities. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 7.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 7.4(a) hereof by notifying the Company of their decision to have such securities included within ten (10) days of their receipt of the Company's notice. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights provided for under Section 7.3 hereof and subsection (a) of this Section 7.4, if the Company shall not have filed a registration statement for at any time during the Warrant Securities within the time period specified Exercise Term, any Demand Holder (as defined below in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a7.4(d)) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company Registrable Securities shall have the optionright, uponexercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion in respect of all holders of Registrable Securities, a Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months; PROVIDED, HOWEVER, that all costs incident thereto shall be at the expense of the holders of the Registrable Securities included in such

Demand Registration. (a) At any time commencing after during the effective date of the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, the Holder or Holders of the Warrants and/or or the Warrant Securities representing a "Majority" (as hereinafter defined) majority of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holder or Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holder or Holders of the Warrants and/or the Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestSecurities. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants Warrant and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. After receiving notice from (the Company as provided in this section 7.3(b), any Holder of the Warrant and/or Warrant Securities may request the Company to include their respective Warrants and or Warrant Securities in the registration statement to be filed pursuant to Section 7.3(a) hereof by notifying the Company of their decision to include such securities within ten (10) days of their receipt of the Company notice. (c) Notwithstanding anything In addition tv the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time during the Warrant Exercise Term, any Holder or Holders of Warrants and/or Warrant Securities representing a majority of such securities shall have the right, exercisable by written request to the contrary contained hereinCompany, if to have the Company shall not have filed prepare and file, on one additional occasion in respect of all Holders of Warrants or Warrant Securities, with the Commission a registration statement so as to permit a public offering and sale for the Warrant Securities within the time period specified in Section 7.4(anine (9) hereof pursuant to the written notice specified in Section 7.3(a) consecutive months by any such holder of a Majority of the Holders of the its Warrants and/or Warrant Securities, provided, however, that all costs incident thereto shall be at the expense of the Holder or Holders making such request and the other Holders which desire to include their Warrants and/or Warrant Securities in such registration statement. If a Holder shall give notice to the Company at any time of its desire to exercise the registration right granted pursuant to this Section 7.3(c), then within ten (10) days after receipt of such notice, the Company shall have give notice to the optionother Holders of Warrants and Warrant Securities, uponadvising the Company is proceeding with such registration and offering to include therein the Warrants and/or Warrant Securities of such other Holders, provided they furnish the Company with such appropriate information in connection therewith as the Company shall reasonably request in writing.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative ▇▇▇▇▇ and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the may, at its option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock and per share of Convertible Preferred Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) If all of the Holders are able to sell the Warrant Securities pursuant to Rule 144 under the Securities Act of 1933, as amended, and without regard to the volume limitations thereunder, the Holders' rights under Section 7.2 and 7.3(a) shall terminate.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof January 22, 1999 and expiring five (5) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing January 22, 1999 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. Without limitation to Section 7.1(b) above: (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereaftertime, the Holders of the Representatives' Warrants and/or other Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Representatives and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months (or such shorter period which shall terminate when all of the Warrant Securities covered by such registration statement have been sold pursuant thereto) by such Holders and any other Holders of the Representatives' Warrants and/or other Warrant Securities who notify the Company within ten (10) 10 days after receiving notice from the Company of such request; provided, however, that, the Company shall not be obligated to file any such registration statement pursuant to this Section 7.3(a) so long as the Registration Statement (as it may hereafter be amended) remains effective and the prospectus contained therein remains current, provided such Registration Statement (as it may hereafter be amended) covers the public offering and sale of all of the Warrant Securities by the Representatives and the other Holders, if any, of the Representatives' Warrants and/or other Warrant Securities. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Representatives' Warrants and the and/or other Warrant Securities within ten (10) 10 days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 hereof and subsection (a) of this Section 7.3, if at any time, any Holders of Representatives' Warrants and/or other Warrant Securities representing a Majority of such securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months (or such shorter period which shall terminate when all of the Warrant Securities within covered by such registration statement have been sold pursuant thereto) by any such Holder of its Warrant Securities; provided, however, that the time period specified in provisions of Section 7.4(a7.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof October 30, 2001 and expiring five (5) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing October 30, 2001 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares, for a period not to exceed one hundred eighty (180) days, until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after , 1998 (12 months from the effective date of Effective Date) through and including , 2002 (60 months from the public offering hereof and expiring five (5) years thereafterEffective Date), the Holders of the Warrants Representative's Purchase Options and/or Warrant Securities Units underlying same representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the WarrantsRepresentative's Purchase Options) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Units underlying same for nine (9) consecutive months by such Holders and any other Holders of the Warrants Representative's Purchase Options and/or Warrant Securities Units underlying same who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants Representative's Purchase Options and the Warrant Securities Units underlying same within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after , 1998 (12 months from the Effective Date) through and including , 2002 (60 months from the Effective Date), any Holder or Holders of a Majority of Representative's Purchase Options and/or shares of Units underlying same shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder or Holders, provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the shares of common stock, the Warrants and the Warrant Securities Shares underlying the Representative's Purchase Options within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants Representative's Purchase Options and/or Warrant SecuritiesUnits underlying same, the Company agrees that upon the written notice of election of a Majority of the Holders of the Representative's Purchase Options and/or Units underlying same it shall have repurchase (i) any and all Units underlying the option, uponRepresentative's Purchase Options at the higher of the Market Price per Unit of the Units (or the combined price of the securities contained in the Units) on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a). Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities Shares representing a "Super Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasionoccasion only, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all the Warrant Shares requested to be registered by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request; provided, however, the Company shall be entitled to defer such registration for a period of up to 90 days if and to the extent that its Board of Directors shall determine in good faith that such registration would interfere with a pending corporate transaction, shall pass a written resolution to that effect and shall promptly make available to such Holders the aforementioned written resolution. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) and (b) of this Section 7.3, at any time commencing one (1) year after the date hereof and expiring four (4) years thereafter, any Holder of Warrants and/or Warrant Shares representing twenty-five percent (25%) of such securities (see Section 7.4(m) below) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion only, with the Commission a registration statement so as to permit a public offering and sale for such period of time ending at the earlier of (i) nine (9) consecutive months from the effective date of an applicable registration statement, or (ii) until the sale of all the Warrant Shares requested to be registered by any such Holder of its Warrant Shares; provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and the registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request; provided, however, the Company shall be entitled to defer such registration for a period of up to 90 days if and to the extent that its Board of Directors shall determine in good faith that such registration would interfere with a pending corporate transaction, shall pass a written resolution to that effect and shall promptly make available to such Holders the aforementioned written resolution. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Super Majority of the Holders of the Warrants and/or Warrant SecuritiesShares, the Company shall have the may, at its option, uponupon the written notice of election of a Super Majority of the Holders of the Warrants and/or Warrant Shares requesting such registration, repurchase (i) any and all Warrant Shares of such Holders at the higher of the Exercise Price and Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or 7.3(c) or (y) the expiration of the period specified in Section 7.4(a), and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Initial Public Offering (5) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Representative's Warrant, or the Majority in interest of the Representative's Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the WarrantsRepresentative's Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form ▇▇-▇, ▇-▇ or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Representative's Securities by such Holders and any other Holders of the Warrants Representative's Warrant and/or Warrant the Representative's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Representative's Warrant may demand registration prior to exercising the Representative's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder or Holders to all other registered Holders of the Warrants Representative's Warrant and the Warrant Representative's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Representative's Warrant or Representative's Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Representative's Warrant or Representative's Securities that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a1) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five ending on the fifth (55th) years thereafteranniversary of the effective date of the Registration Statement, the Holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and Underwriter's Warrants) (the Redeemable Warrants underlying the Warrants"INITIATING HOLDERS") shall have the right (which right is in addition to the registration rights under Section 7.2 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any other Holders of the Warrants and/or Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7.4 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (c3) Notwithstanding anything If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any Holder to registration pursuant to this Section 7.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the contrary contained extent and subject to the limitations provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (4) The Company shall (together with all Holders, officers, directors and other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the Underwriter of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Underwriter. Notwithstanding any other provision of this Section 7.4, if the Underwriter of the underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of shares of Common Stock or other securities to be underwritten, the Underwriter may limit the number of shares of Preferred Stock or other securities to be included in the registration and underwriting. The Company shall not have filed a so advise the Underwriter and all Holders of Registrable Securities requesting registration, and the number of shares of Common Stock or other securities that are entitled to be included in the registration statement for and underwriting shall be allocated among the Warrant Securities within Underwriter and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time period specified of filing the registration statement. If the Company or any Holder of Registrable Securities who has requested inclusion in Section 7.4(a) hereof pursuant such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant SecuritiesCompany, the Company underwriter and the Initiating Holders. Any securities so excluded shall have the option, uponbe withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such

Demand Registration. (a) At any time commencing after on February ____, 2001 and expiring four years thereafter (which date is the fifth anniversary of the effective date of the public offering hereof and expiring five Registration Statement on Form SB-2 (5File No. 333-80849)) years thereafter(or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k), the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) at least 50% of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 7.1 hereof), exercisable by written notice to the Company, on one occasion only to request to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and and, if either the Underwriter or a majority of the Holders electing to participate in the registration requested pursuant to this Section 7.2(a) have retained counsel in connection with such registration, counsel for each of the Representative Underwriter and Holdersa majority of the Holders electing to participate in such registration, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company of their decision to join within ten (10) 15 days after receiving notice from the Company of such requestpursuant to Section 7.2(b). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7.2 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.1 and Section 7.2(a), at any time commencing after February ____, 2001 and expiring four years thereafter (or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k)), any Holder(s) of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to require the Company to prepare and file, with the Commission a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of counsel for the Company and, if either the Underwriter or a majority of the Holders electing to participate in the registration requested pursuant to this Section 7.2(c) have retained counsel in connection with such registration, counsel for each of the Underwriter and the majority of the Holders electing to participate in such registration, so as to permit a public offering and sale for nine consecutive months by any such Holder(s) of their respective Warrant Securities, provided, however, that (i) a minimum of 50% of the Warrant Securities issuable upon exercise of the Warrants issued on the date hereof must be registered under such registration statement, and (ii) the provisions of Section 7.3(b) hereof shall not apply to any such registration request and all reasonable costs, fees and expenses in connection therewith, including, without limitation, registration fees, legal and accounting fees, printing fees, blue sky fees and expenses, that have been approved in advance by a majority of the Holders participating in such registration, shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding the provisions of Sections 7.2(a) and 7.2(c), if the Company shall not have filed a registration statement for relating to the Warrant Securities within the time period specified in Section 7.4(a7.3(a) hereof pursuant to hereof, the Company shall have the obligation, upon the written notice specified in Section 7.3(a) of a Majority election of at least 50% of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities held by such persons at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.2(a) or (y) the expiration of the period specified in Section 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two days after the later of (i) the expiration of the period specified in Section 7.3(a) or (ii) the delivery of the written notice of election specified in this Section 7.2(d). (e) Notwithstanding the provisions of Sections 7.2(a) and (c), if at any time during which the Company is obligated to maintain the effectiveness of a registration statement pursuant to such Sections 7.2(a) and (c), the Company's Board of Directors, after the consultation with counsel to the Company (which counsel shall have be experienced in securities matters) has determined in good faith that the optionfiling of such registration statement or the compliance by the Company with its disclosure obligations thereunder would require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, uponthen the Company may delay the filing or the effectiveness of such registration statement (if not then filed or effective, as appropriate) and shall not be required to maintain the effectiveness thereof for a period expiring upon the earlier to occur of (i) the date on which such information is disclosed to the public or ceases to be material or the Company is so able to comply with its disclosure obligations or (ii) 30 days after the Company's Board of Directors makes such good faith determination. There shall not be more than one such delay period with respect to any registration pursuant to Section 7.2(a) or (c). Notice of any such delay period and of the termination thereof will be promptly delivered by the Company to each Holder and shall be maintained in confidence by each such Holder.

Demand Registration. (a) At any time commencing after ______________, 1997 (12 months from the effective date of Effective Date) through and including ______________, 2001 (60 months from the public offering hereof and expiring five (5) years thereafterEffective Date), the Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock underlying same representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Common Stock underlying same for nine (9) consecutive months by such Holders and any other Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock underlying same who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Common Stock underlying same within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 and subsection (a) of this Section 7.3, if at any time commencing after ______________, 1997 (12 months from the Company shall not have filed a registration statement for Effective Date) through and including ______________, 2001 (60 months from the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) Effective Date), any Holder or Holders of a Majority of the Holders of the Underwriter's Warrants and/or Warrant Securities, the Company shares of Common Stock underlying same shall have the optionright, uponexercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder or Holders, provided, however, that the provisions of

Demand Registration. (a) At any time commencing after ____________, 2000 (one (1) year from the effective date of the public offering hereof Effective Date) through and expiring including ____________, 2004 (five (5) years thereafterfrom the Effective Date), the Holders of the Underwriter's Warrants and/or Warrant Securities and Shares underlying the Underwriter's Warrants, representing a "Majority" (as hereinafter defined) of such securities the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), at on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for a period of time equal to the greater of (i) least nine (9) consecutive months or (ii) the unexpired term of the Underwriter's Warrants by such Holders and any other Holders of the Underwriter's Warrants and/or Warrant Securities and the Shares who shall notify the Company within ten (10) days after receiving notice from the Company of such request. Such registration and all costs incident thereof shall be at the expense of the Company, as provided in Section 7.4(b). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to The Company and the contrary contained herein, Holders agree that the Holders of Underwriters Warrants and Shares (the "Securities") will suffer damages if the Company shall fails to fulfill its obligations under this Section 7.3 and that ascertaining the extent of such damages with precision would not have be feasible. Accordingly, the Company agrees to pay liquidated damages in the form of interest with respect to the Securities held by each Holder ("Liquidated Damages"), if: (i) any Registration Statement required to be filed a registration statement for pursuant to this Section 7.3 is not filed with the Warrant Securities within SEC on or prior to the time period date specified in Section 7.4(a) hereof for such filing in this Agreement; (ii) any such Registration Statement has not been declared effective by the SEC on or prior to the earliest possible time but in no event later than 90 days after such filing (the "Effectiveness Target Date"); or (iii) any Registration Statement required to be filed pursuant to this Section 7.3 is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post effective amendment to such Registration Statement that cures such failures and that is itself immediately declared effective; (each such event in clauses (i) through (iii) above being referred to herein as a "Registration Default"). The additional interest comprising Liquidated Damages shall be an amount equal to (A) with respect to the written notice specified in Section 7.3(a) first 90-day period immediately following the occurrence of a Majority Registration Default, 10% of the number of Securities held by such Holder (pro-rated weekly), plus (B) an additional 10% of the number of Securities held by such Holder with respect to each 30-day period after the first 90 day period, until all Registration Defaults have been cured, up to 100% of the number of Securities held by such Holder. The Company shall notify the Holders within one Business Day after each and every date on which a Registration Default occurs. All accrued and unpaid Liquidated Damages shall be paid immediately by the Company on the expiration of each 90-day and 30-day period by mailing certificates for such securities to Holders of record of the Warrants and/or Warrant SecuritiesSecurities at such address as is set forth on the stock record books of the Company. Each obligation to pay Liquidated Damages shall be deemed to accrue beginning on the day of the applicable Registration Default (other than as set forth above). Following the cure of all Registration Defaults, the Company shall have accrual of Liquidated Damages will cease until the optionnext Registration Default, uponif any.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) ), not previously sold pursuant to this Section 7, shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and HoldersHolder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by the period necessary for such Holders and any to effect the proposed sale or other Holders disposition of the applicable Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestSecurities. (b) The Company covenants and agrees to (x) give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders Holder of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request and (y) include all the Warrant Securities, not previously sold pursuant to this Section 7, in such registration statement unless it receives notification from a Holder within five (5) days following the Company's notification of registration that such Holder does not want its Warrant Securities to be included in the registration statement. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for the period necessary for such Holder to effect the sale or other disposition of the applicable Warrant Securities provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders that participate in such sale or disposition, including the Company's reasonable legal and accounting fees, printing expenses and blue sky fees and expenses, making such request. (cd) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase, if elected by the Company, shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a) At So long as the Company shall have had any time commencing after of its securities registered under the effective date Act or the Exchange Act, then, until the expiration of the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the then outstanding Warrants) shall have the right on two separate occasions (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasiontwo occasions, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Agent and Holders, Holders in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months 120 days by such Holders Holder and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained hereinAll expenses (other than underwriting discounts and commissions) incurred in connection with registration, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof filings or qualification pursuant to the written notice specified in Section 7.3(afirst registration request made pursuant to subsection (a) of a Majority this Section 7.3, including, without limitation, all registration, listing, filing and qualification fees, printers and accounting fees and the fees and disbursements of counsel for the Holders participating in such shall be borne by the Company. Upon a second registration request pursuant to subsection (a) of the Warrants and/or Warrant Securitiesthis Section 7.3, the Company Holders requesting registration shall have bear such costs on a pro-rata basis with respect to the option, uponAgent's securities in respect of which they are requesting registration.

Demand Registration. (a) At any time commencing one year after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, unless all of the Warrants issued or issuable have been exercised and the Holders of the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resaleable without registration under the Act, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriters and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in rights under Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a7.2 and subsection (a) of a Majority this Section 7.3, at any time commencing after the date hereof and expiring five (5) years after the date hereof, unless all of the Warrants issued or issuable have been exercised and the Holders of the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resaleable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities, the Company Securities shall have the optionright, uponexercisable by written request to the Company, to

Demand Registration. (a) At any time commencing after the effective date Closing Date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per ADS on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (a) At any time commencing after the effective date Closing Date and ending on the fifth (5th) anniversary of the public offering hereof and expiring five (5) years thereafterthereof, the Holders holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities (Securities, assuming the exercise of the Representative's Warrant as to all of the Warrants and Units (the Redeemable Warrants underlying the Warrants) "Initiating Holders"), shall have the right (which right is in addition to the registration rights under Section 7.2 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any other Holders holders of the Warrants and/or Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. All expenses of such registration and underwriting shall be borne by the Company. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7.4 by any Holder or Holders to all other registered Holders holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any holder to registration pursuant to this Section 7.4 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such ▇▇▇▇▇▇'s Registrable Securities in the underwriting to the extent and subject to the limitations provided herein. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) The Company shall (together with all Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or the representative of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Representative. Notwithstanding any other provision of this Section 7.4, if the underwriter or the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of Shares or other securities to be underwritten, such representative may limit the number of Shares or other securities to be included in the registration and underwriting. The Company shall so advise the Representative and all holders of Registrable Securities requesting registration, and the number of Shares or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Representative and other holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective numbers of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any holder of Registrable Securities that has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selected as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 Shares. (e) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (f) In addition to the registration rights under Section 7.3 and subsection (a) of Section 7.4 hereof, at any time commencing on the Closing Date and expiring on the seventh (7th) anniversary of the Closing Date, any holder of Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for 270 days by any such holder of its Registrable Securities, provided, however, that the provisions of Section 7.5(b) hereof, shall not apply to any such registration request and the registration and all costs incident thereto shall be at the expense of the Holder or ▇▇▇▇▇▇'s making such request. (g) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Registrable Securities of the Initiating holders or the holder(s) referred to in Section 7.5(f) above (the "Paying Holders"), within the time period specified in Section 7.4(a7.5(a) hereof pursuant to below, the Company shall, upon the written notice of election of the Initiating Holders or the Paying Holders, as the case may be, repurchase (i) any and all Shares and Warrant Shares at the higher of the Market Price per Share on (x) the date of the notice sent to the Company under Section 7.4(a) or 7.5(a), as the case may be, or (y) the expiration of the 21 day period specified in Section 7.3(a7.5(a) and (ii) any and all Underlying Warrants at such Market Price less the Exercise Price of a Majority such Warrants. Such repurchase shall be in immediately available funds and shall close within five (5) business days after the expiration of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponperiod specified in Section 7.5(a).

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Public Offering (5) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the then outstanding Underwriters' Warrant, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) Underwriters' Warrant), shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form ▇▇-▇, ▇-▇ or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, Act so as to permit a public offering and sale of their respective Warrant all of the Underwriters' Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Underwriters' Warrant and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriters' Warrant may demand registration prior to exercising the Underwriters' Warrant, and may pay the Purchase Price for the exercise thereof from the Company proceeds of such requestpublic offering. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriters' Warrant and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (c3) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in provisions of Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities7(b)(1), the Company shall have no such obligation to prepare and file a registration statement if, within twenty (20) days following the optionCompany's receipt of the notice described in Section 7(b)(1), uponif the Company or affiliates of the Company owning collectively more than five percent (5%) of the outstanding Common Stock agree to purchase the Underwriters' Warrant and Underwriters' Securities from the Holders requesting registration pursuant to Section 7(b)(1) at a price equal to the difference between the Purchase Price then in effect and the current market price of Common Stock. For purposes of this Section 7(b)(3), the term "affiliate" shall mean the Company's officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and "market price" shall mean the average of the closing asked prices for Common Stock during the ten (10) trading days preceding the date of the notice described in Section 7(b)(1).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterhereof, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Sands Brothers and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall have repurchase (i) any and all Warrant Securities at higher of the option, uponMarket Price (as defined in Section 8.1(vi)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the exercise price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof Engagement Date and expiring five (5) years thereafterafter the Engagement Date, the Holders of the Financial Advisor’s Warrants and/or Warrant Securities Shares representing a "“Majority" ” (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Financial Advisor’s Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "“Commission"”), on one occasion, a registration statement (including, but not limited to, a registration statement on Form S-3) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Financial Advisor’s Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the “Requesting Holders”) of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Financial Advisor’s Warrants and/or Warrant Shares to all other registered Holders of the Financial Advisor’s Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one (1) year after the Closing Date and expiring five (5) years after the Closing Date, the Holders of a Majority of the Financial Advisor’s Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Financial Advisor’s Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Financial Advisor’s Warrant at such Market Price less the exercise price of such Financial Advisor’s Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof January 1, 1998 and expiring five (5) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing January 1, 1998 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section SECTION 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section SECTION 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this SECTION 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities provided, however, that the provisions of SECTION 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section SECTION 7.4(a) hereof pursuant to the written notice specified in Section SECTION 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to SECTION 7.3(a) or (y) the expiration of the period specified in SECTION 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in SECTION 7.4(a) or (ii) the delivery of the written notice of election specified in this SECTION 7.3(d).

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have ------- the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the ------- "Requesting Holders") of their respective Warrant Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders ------- representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) six consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the may, at its option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock and per Redeemable Warrant, determined as of (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c).

Demand Registration. (a1) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five ending on the fifth (55th) years thereafteranniversary of the effective date of the Registration Statement, the Holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and Representatives' Warrants) (the Redeemable Warrants underlying the Warrants"Initiating Holders") shall have the right (which right is in addition to the registration rights under Section 7.2 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any other Holders of the Warrants and/or Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7.4 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (c3) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any Holder to registration pursuant to this Section 7.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent and subject to the limitations provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (4) The Company shall (together with all Holders, officers, directors and other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representatives of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Representatives. Notwithstanding any other provision of this Section 7.4, if the representatives of the underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of shares of Preferred Stock or other securities to be underwritten, the representatives may limit the number of shares of Preferred Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Representatives and all Holders of Registrable Securities requesting registration, and the number of shares of Preferred Stock or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Representatives and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the Representatives and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selected as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 shares. (5) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (6) In addition to the registration rights under Section 7.3 and subsection (a) of Section 7.4 hereof, at any time commencing on the date hereof and expiring five (5) years thereafter any Holder of Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for 270 days by any such Holder of its Registrable Securities provided, however, that the provisions of Section 7.5(b) hereof, shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holder's making such request. (7) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Registrable Securities of the Initiating Holders or the Holder(s) referred to in Section 7.5(f) above (the "Paying Holders"), within the time period specified in Section 7.4(a7.5(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securitiesbelow, the Company shall have upon the optionwritten notice of election of the Initiating Holders or the Paying Holders, uponas the case may be, repurchase (i) any and all shares of Preferred Stock at the higher of the Market Price per share of Preferred Stock on (x) the date of the notice sent to the Company under Section 7.4(a) or (f), as the case may be, or (y) the expiration of the period specified in Section 7.5(a) and (ii) any and all Representatives' Warrants at such Market Price less the Exercise Price of such Representatives' Warrant. Such repurchase shall be in immediately available funds and shall close within five (5) business days after the expiration of the period specified in Section 7.5(a).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof Closing Date through and expiring five (5) years thereafterincluding December 23, 2001, the Holders of the Warrants and/or and Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming for this purpose the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have cause the Company to prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of all or any portion of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify elect to participate by notice to the Company within ten (10) days after receiving notice from the Company of such request. (b) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time prior to December 23, 2001, any Holder of Warrants or Warrant Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale of all or any portion of their Warrant Shares for nine consecutive months by such Holder and any other Holders of the Warrants who elect to participate by notice to the Company within ten days after receiving notice from the Company of such request; provided, however, that the provisions of Section 7.4(c) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request or electing to participate. (c) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (cd) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant SecuritiesShares, the Company agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares it shall repurchase (i) any and all Warrant Shares at the arithmetic average Market Price (as defined in Section 8.1(a)) per share of Common Stock on each of the days when the market shall be open during the seventy-five (75) calendar days following the date of the notice sent pursuant to Section 7.3(a) and (ii) any and all Warrants at such average Market Price less the lowest Exercise Price of such Warrants during such seventy-five (75) day period. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d). (e) Any notice from Holders to cause a registration under Section 7.3(a) or (b) which does not result in a registration statement which is duly declared effective pursuant to the Act in accordance with the terms hereof or as to which a stop order is issued and not withdrawn shall not constitute a exercise of the Holders' rights under such Sections, respectively. (f) Notwithstanding the provisions of Sections 7.3(a) above, if upon exercise of the demand registration rights set forth in the Registration Rights Agreements dated August 5, 1988, by and among the Company and the signatories thereto, as amended (the "MEDIQ/Mesirow Agreements"), a Holder declines to exercise its right to include Warrant Shares in such registration statement or post-effective amendment and such registration statement or amendment is duly declared effective pursuant to the Act and is not subject to any stop order which is not withdrawn, then such Holder shall be deemed to have waived its right to demand registration pursuant to Sections 7.3(a) and (b) until one year from the optiondate of a demand registration request pursuant to the MEDIQ/Mesirow Agreements; provided, uponhowever, that if the demand registration rights referred to above shall be exercised within one year from the date when the Holder's rights would expire, and if the Market Price of the Common Stock (as defined in Section 8.1(vi)) shall be less than the Exercise Price at the time the Holder receives notice of the demand registration request pursuant to the MEDIQ/Mesirow Agreements, and during the period following such notice during which the Holder is permitted to notify the Company whether it will so include its Shares, the Holder shall only be deemed to have waived its right to demand registration pursuant to Sections 7.3(a) and (b) until one month prior to the date such Holder's rights would otherwise expire.

Demand Registration. (a1) At any time commencing after one year from the effective date of the public offering hereof and expiring five four (54) years thereafter, the Holders of the Representative's Warrants and/or Warrant Securities Stock representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Stock for nine (9) consecutive months by such Holders and any other Holders holders of the Representative's Warrants and/or Warrant Securities Stock who notify the Company within ten (10) days after receiving notice from the Company of such request. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (i) by any Holder or Holders to all other registered Holders of the Representative's Warrants and the Warrant Securities Stock within ten (10) days from the date of the receipt of any such registration request. (c3) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (i) at any time commencing one year after the date hereof and expiring four (4) years thereafter, if the Holders of Representative's Warrants and/or Warrant Stock shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Stock; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(i)(2) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified expense of the Holder or Holders making such request. (4) The Company shall include such Underwriter's Warrants in Section 7.3(a) the Registration Statement relating to this offering and shall keep such Registration Statement current at least until the expiration of such Underwriter's Warrants or shall bear all of the costs of a Majority new registration statement in the event the Underwriter"s Warrants are to be exercised. In the event the Company grants the public investors any benefits upon the exercise of the Holders of the Public Redeemable Warrants and/or Warrant Securities, the Company shall have the option, uponnot

Demand Registration. (ai) At any time commencing after the effective date of the public offering hereof one (1) year and expiring five (5) years thereafterafter the effective date of the Company's Registration Statement relating to the Initial Public Offering (the "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" majority (as hereinafter defined) of such securities (assuming the shares of Common Stock purchased and purchasable upon exercise of all of the Stock Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form F-1 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale for a period of their respective Warrant Securities for nine (9) consecutive months of the shares of Common Stock purchased or purchasable by such Holders and any other Holders of the Stock Warrants and/or Warrant Securities who notify and the Company within ten Warrants upon exercise thereof (10) days after receiving notice from such shares of Common Stock being hereinafter referred to as the Company "Registrable Securities"). The Holders of such request. (b) the Stock Warrants and Warrants may demand registration without exercising the Stock Warrants or Warrants, and are never required to exercise same. The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders 7(a) to all other registered Holders of the Stock Warrants and the Warrant Warrants and the Registrable Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponregistration

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the effective date, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 7.1 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Ryan, Beck and HoldersHolder, in order to comply with the provisions of the Act▇▇▇, so as s▇ ▇▇ to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other Holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7.2 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.1 and subsection (a) of this Section 7.2, at any time commencing after the date hereof and expiring five (5) years from the effective date, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities, provided, however, that the provisions of Section 7.3(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a7.3(a) hereof pursuant to the written notice specified in Section 7.3(a7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.2(a) or (y) the expiration of the period specified in Section 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.3(a) or (ii) the delivery of the written notice of election specified in this Section 7.2(d). The Company shall have no obligation to exercise the option that may be granted pursuant to the terms of this paragraph (d) of Section 7.2 hereof.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the Registration Statement, the Holders of a Majority of the Representative's Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Representative's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section

Demand Registration. (a) At any time commencing after on the effective first date that the Company has been subject to the requirements of Section 12 or 15(d) of the public offering hereof Exchange Act for a period of at least 12 calendar months and expiring five (5) years thereafterfrom the effective date of the Registration Statement, the Holders of the Placement Agent's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Placement Agent's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to ------- have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of ------- their respective Warrant Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders ------- representing a Majority of the Placement Agent's Warrants and/or Warrant Shares to all other registered Holders of the Placement Agent's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon

Demand Registration. (a) At any time commencing after ______________, 1997 (12 months from the effective date of Effective Date) through and including ______________, 2001 (60 months from the public offering hereof and expiring five (5) years thereafterEffective Date), the Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock and Warrants underlying same representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Common Stock and Warrants underlying same for nine (9) consecutive months by such Holders and any other Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock and Warrants underlying same who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Common Stock and Warrants underlying same within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after ______________, 1997 (12 months from the Effective Date) through and including ______________, 2001 (60 months from the Effective Date), any Holder or Holders of a Majority of Underwriter's Warrants and/or shares of Common Stock and Warrants underlying same shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder or Holders, provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities shares of Common Stock, Warrants and shares of Common Stock underlying the Underwriter's Warrants within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Underwriter's Warrants and/or Warrant Securitiesshares of Common Stock and Warrants underlying same, the Company agrees that upon the written notice of election of a Majority of the Holders of the Underwriter's Warrants and/or Common Stock and Warrants underlying same it shall have repurchase (i) any and all Common Stock and Warrants underlying the option, uponUnderwriter's Warrants at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the exercise prices of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof January 1, 1997 and expiring five (5) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing January 1, 1997 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five ending on the fifth (55th) years thereafteranniversary of the effective date of the Registration Statement, the Holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and Representatives' Warrants) (the Redeemable Warrants underlying the Warrants"Initiating Holders") shall have the right (which right is in addition to the registration rights under Section 7.2 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any other Holders of the Warrants and/or Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7.4 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any Holder to registration pursuant to this Section 7.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent and subject to the limitations provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) The Company shall (together with all Holders, officers, directors and other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representatives of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Representatives. Notwithstanding any other provision of this Section 7.4, if the representatives of the underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of shares of Preferred Stock or other securities to be underwritten, the representatives may limit the number of shares of Preferred Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Representatives and all Holders of Registrable Securities requesting registration, and the number of shares of Preferred Stock or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Representatives and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the Representatives and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selected as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 shares. (e) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (f) In addition to the registration rights under Section 7.3 and subsection (a) of Section 7.4 hereof, at any time commencing on the date hereof and expiring five (5) years thereafter any Holder of Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for 270 days by any such Holder of its Registrable Securities provided, however, that the provisions of Section 7.5(b) hereof, shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holder's making such request. (g) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Registrable Securities of the Initiating Holders or the Holder(s) referred to in Section 7.5(f) above (the "Paying Holders"), within the time period specified in Section 7.4(a7.5(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securitiesbelow, the Company shall have upon the optionwritten notice of election of the Initiating Holders or the Paying Holders, uponas the case may be, repurchase (i) any and all shares of Preferred Stock at the higher of the Market Price per share of Preferred Stock on (x) the date of the notice sent to the Company under Section 7.4(a) or (f), as the case may be, or (y) the expiration of the period specified in Section 7.5(a) and (ii) any and all Representatives' Warrants at such Market Price less the Exercise Price of such Representatives' Warrant. Such repurchase shall be in immediately available funds and shall close within five (5) business days after the expiration of the period specified in Section 7.5(a).

Demand Registration. (a) At any time commencing one year after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, unless all of the Warrants issued or issuable have been exercised and the Holders of the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resaleable pursuant to Rule 144(k) promulgated under the Act, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriters and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years after the date hereof, unless all of the Warrants issued or issuable have been exercised and the Holders of the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are 6 freely resaleable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities, provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the option to repurchase any and all Warrant Securities at the Market Price per share of Common Stock on the date of the notice sent pursuant to Section 7.3(a) less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the time later of (i) the expiration of the period specified in Section 7.4(a) hereof pursuant to or (ii) the delivery of the written notice of election specified in this Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon7.3(d).

Demand Registration. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained herein, if registration rights under this Section (9) at any time commencing one year after the Company shall not have filed a effective date of the registration statement for the Warrant Securities within the time period specified in Section 7.4(aand expiring four (4) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of years thereafter, the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponRepresentative's

Demand Registration. (a1) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c3) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, if the Holders of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(i)(2) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterMay 9, 2001, the Holders Holder(s) of the Warrants and/or any Warrant Securities representing a "Majority" (as hereinafter definedcalculated in accordance with Section 7.4(m) hereof) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right ------- (which right is in addition to the registration rights under Section 7.2 ------- hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and HoldersHolder(s), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrants and Warrant Securities for nine (9) consecutive months by such Holders Holder(s) and any other Holders Holder(s) of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (whether such request is made ------- pursuant to Section 7.3(a) or Section 7.3(c) hereof) by any Holder or Holders Holder(s) to all ------- ------- other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and ------- Section 7.3(a), at any time commencing after the effective date of the ------- Registration Statement and expiring May 9, 2001, any Holder(s) of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion, a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section ----------------- ------- 7.4 (b) hereof shall not apply to any such registration request and all costs incident thereto shall be at the expense of the Holder(s) making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrants and the Warrant Securities within the time period specified in Section 7.4(a) hereof ------- pursuant to the written notice specified in Section 7.3(a) hereof of the ------- Holder(s) of a Majority of the Holders Warrants and/or the Warrant Securities, the Company, at its option (and with written notice of the election to such effect of all Holder(s) of the Warrants and/or the Warrant Securities), may repurchase (i) any and all Securities at the higher of the Market Price per share of Common Stock determined as of (x) the date of the notice sent pursuant to Section ------- 7.3(a) hereof or (y) the expiration of the period specified in Section 7.4(a) ------- hereof and (ii) the other securities, if any, issuable upon exercise of the Warrants at a price agreed upon by the Company and a Majority of the Holder(s) of the Warrants and all such other securities. If the Company elects the repurchase option, the Company repurchase shall have be in immediately available funds and shall close within two (2) days after the option, uponlater of (i) the expiration of the period specified in Section 7.4(a) hereof or (ii) the delivery of the written ------- notice of election specified in this Section 7.3(d). -------

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and such Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 and subsection (a) of this Section 7.3, if at any time commencing after the date hereof and expiring five (5) years thereafter, any holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such holder of its Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a7.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holders holder or holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponSecurities making such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative QIU and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 and subsection (a) of this Section 7.3, if at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for the nine (9) consecutive months by any such Holder of its Warrant Securities within provided, however, that the time period specified in provisions of Section 7.4(a7.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders making such request. (d) The Company shall be entitled to delay filing any registration statement requested under this Section 7.3 in the event that, in the good faith judgment of the Warrants and/or Warrant SecuritiesCompany's Board of Directors upon the reasonable advise of counsel, such filing would materially and adversely interfere with any transaction then contemplated by the Company Company; provided however that no such delay shall have the option, uponexceed one hundred eighty (180) days in duration.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter__________, 2001 [the day before the 5th anniversary of the closing of the subject public offering], the Holders Holder(s) of the Warrants and/or any Warrant Securities representing a "Majority" (as hereinafter definedcalculated in accordance with Section 7.4(m) hereof) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and HoldersHolder(s), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrants and Warrant Securities for nine (9) consecutive months by such Holders Holder(s) and any other Holders Holder(s) of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (whether such request is made pursuant to Section 7.3(a) or Section 7.3(c) hereof) by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and Section 7.3(a), at any time commencing after the date hereof and expiring ____________, 2001 [the day before the 5th anniversary of the closing of the subject public offering], any Holder(s) of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion, a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and all costs incident thereto shall be at the expense of the Holder(s) making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrants and the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) hereof of the Holder(s) of a Majority of the Holders Warrants and/or the Warrant Securities, the Company, at its option (and with written notice of the election to such effect of all Holder(s) of the Warrants and/or the Warrant Securities), may repurchase (i) any and all Securities at the Company shall have higher of the optionMarket Price per share of Common Stock and per Redeemable Warrant, upondetermined as of (x) the date of the notice sent pursuant to Section

Demand Registration. (a) At any time commencing one year after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders Holder of the Warrants Warrant and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the WarrantsWarrant) shall have the one-time right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Nutmeg and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other Holders Holder of the Warrants Warrant and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants Warrant and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants Warrant and/or Warrant Securities, the Company shall have the may, at its option, uponupon the written notice of election of a Majority of the Holders of the Warrant and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrant of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) If all of the Holders are able to sell the Warrant Securities pursuant to Rule 144 under the Securities Act of 1933, as amended, and without regard to the volume limitations thereunder, the Holders' rights under Section 7.2 and 7.3(a) shall terminate.

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Initial Public Offering (5) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company use its best efforts to prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form SB-2 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriters' Securities by such Holders and any other Holders of the Underwriters' Warrants and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in Section 7(b)(2). The Holders of the Company of such requestUnderwriters' Warrants may demand registration without exercising the Underwriters' Warrants, and are never required to exercise same. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Underwriters' Securities within ten (10) business days from the date of the receipt of any such registration request. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrants and/or Warrant SecuritiesUnderwriters' Securities that (i) are not held by the Company, an affiliate, officer, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the Company shall have public pursuant to a registration statement filed with the option, uponCommission under the Act.

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Initial Public Offering (5) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrants, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form SB-2 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriters' Securities by such Holders and any other Holders of the Underwriters' Warrants and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in Section 7(b)(2). The Holders of the Company of such requestUnderwriters' Warrants may demand registration without exercising the Underwriters' Warrants, and are never required to exercise same. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Underwriters' Warrants and/or Warrant or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Underwriters' Warrants or Underwriters' Securities that (i) are not held by the Company, an affiliate, officer, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (ai) At any time commencing after one year from the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority80 Percent" (as hereinafter defined) of such securities the Underwriters' Warrants and the underlying Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 5(a)(i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement statement, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order Holders to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders holders of the Underwriters' Warrants and/or Warrant the underlying Securities who notify the Company within ten twenty (1020) business days after receiving notice from the Company of such request. (bii) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 5(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant underlying Securities within ten (10) business days from the date of the receipt of any such registration request. (ciii) Notwithstanding anything to the contrary contained herein, if the The Company shall not have filed a registration statement for include such Underwriters' Warrants and the Warrant underlying Securities within in the time period specified in Section 7.4(a) hereof pursuant Registration Statement relating to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponthis offering and

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the effective date, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 7.1 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative ▇▇▇▇, ▇▇▇▇ and HoldersHolder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other Holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7.2 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.1 and subsection (a) of this Section 7.2, at any time commencing after the date hereof and expiring five (5) years from the effective date, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities, provided, however, that the provisions of Section 7.3(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a7.3(a) hereof pursuant to the written notice specified in Section 7.3(a7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.2(a) or (y) the expiration of the period specified in Section 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.3(a) or (ii) the delivery of the written notice of election specified in this Section 7.2(d). The Company shall have no obligation to exercise the option that may be granted pursuant to the terms of this paragraph (d) of Section 7.2 hereof.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration Statement, the Holders of the Underwriter's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 ------- hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Underwriter's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their ------- respective Warrant Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders ------- representing a Majority of the Underwriter's Warrants and/or Warrant Shares to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), ------- exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their ------- respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders ------- representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and ------- subsection (a) of this Section 9.3, at any time commencing one (1) year after ------- the effective date of the Registration Statement and expiring five (5) years from the effective date of the Registration Statement, the Holders of a Majority of the Representative's Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall ------- not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then ------- the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the ------- written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the ------- Representative's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the ------- notice sent pursuant to Section 9.3(a) or (y) the expiration of the period ------- specified in Section 9.4(a) and (ii) any and all Representative's Warrant at ------- such Market Price less the Exercise Price of such Representative's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified ------- in this Section 9.3(d). -------

Demand Registration. (a) At any time commencing after during the effective date of the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityDemand Holder" (as hereinafter definedsuch term is defined in Section 7.4(d) below) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.2 7.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Representative and such Demand Holders), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities for nine (9) consecutive months by such Demand Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten twenty (1020) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 7.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 7.4(a) hereof by notifying the Company of their decision to have such securities included within ten (10) days of their receipt of the Company's notice. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights provided for under Section 7.3 hereof and subsection (a) of this Section 7.4, if at any time during the Warrant Exercise Term, any Demand Holder (as defined below in Section 7.4(d)) of Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion in respect of all holders of Registrable Securities, a Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months; provided, however, that all costs incident thereto shall be at the expense of the holders of the Registrable Securities included in such Registration Statement; and, provided, further, that a Selling Group Member, its officers or partners (and/or any person who may acquire Warrants and/or Registrable Securities from a Selling Group Member, its officers or partners) shall not have filed a be entitled to exercise any registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof right pursuant to this Section 7.4(c) without the prior written consent of GunnAllen. If a Demand Holder shall give notice specified in to the Company at any time of its or their desire to exercise the registration right granted pursuant to this Section 7.3(a7.4(c), then within ten (10) days after the Company's receipt of a Majority of the Holders of the Warrants and/or Warrant Securitiessuch notice, the Company shall have give notice to the optionother holders of Registrable Securities advising them that the Company is proceeding with such registration and offering to include therein the Registrable Securities of such holders, uponprovided they furnish the Company with such appropriate information in connection therewith as the Company shall reasonably request in writing. Nothing contained herein shall require the Company to undergo an audit of its financial statements other than in the ordinary course of business.

Demand Registration. On any one (a1) At occasion commencing at any time commencing one (1) year after the effective date of the public offering hereof Effective Date and expiring five six (56) years thereafterafter the Effective Date, the Holders of the Warrants and/or and the Warrant Securities Shares representing at least a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement on Form ▇-▇, ▇▇-▇ (or other appropriate form) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of their respective not less than twelve (12) months, of the Warrant Securities for nine (9) consecutive months Shares by such Holders Holders, and any other Holders of the Warrants and/or Warrant Securities Shares who shall notify the Company within ten thirty (1030) business days after receiving receipt of the notice from described in the Company of such request. (b) succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder Holder(s) of Warrants or Holders Warrants Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) calendar days from the date of the receipt of any such registration request. (c) Notwithstanding anything . For purposes of this Agreement, the term "Majority," or any stated percentage, in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant SecuritiesShares or any category thereof, shall mean the Holders of Warrant Shares and Warrants or category thereof representing, in the aggregate, in excess of fifty percent (50%) or such other stated percentage of the then-outstanding Warrant Shares and Warrant Shares or category thereof into which then-outstanding Warrants or category thereof are then exercisable, excluding all Warrant Shares and Warrants that (i) are held by the Company, an affiliate, officer, director, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have been resold to the public pursuant to a registration statement filed with the Commission under the 1933 Act. For the purposes of subsection (i) above, the Company Underwriters and their respective officers, directors, employees and agents shall have not be deemed to be affiliates, officers, directors, employees or agents of the optionCompany. No registration statement filed pursuant to this demand registration provision (without the consent of the Holders holding a Majority of the Warrant Shares requested to be registered pursuant to such registration statement) may relate to any securities other than the Warrant Shares, uponand no other securities may be sold incidentally to any such underwritten public offering of Warrant Shares so registered.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof September 1, 1999 and expiring five (5) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing September 1, 1999 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. On any one (a1) At occasion commencing at any time commencing one (1) year after the effective date of the public offering hereof Effective Date and expiring five six (56) years thereafterafter the Effective Date, the Holders of the Warrants and/or and the Warrant Securities Shares representing at least a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement on Form S-1, SB-2 (or other ▇▇▇▇▇▇▇▇▇te form, including, without limitation, a post-effective amendment to the Company's Registration Statement) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of their respective not less than twelve (12) months, of the Warrants and the Warrant Securities for nine (9) consecutive months Shares by such Holders Holders, and any other Holders of the Warrants and/or Warrant Securities Shares who shall notify the Company within ten thirty (1030) business days after receiving receipt of the notice from described in the Company of such request. (b) succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder Holder(s) of Warrants or Holders Warrants Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) calendar days from the date of the receipt of any such registration request. (c) Notwithstanding anything . For purposes of this Agreement, the term "Majority" in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant SecuritiesShares, shall mean the Holders of Warrant Shares and Warrants representing, in the aggregate, in excess of fifty percent (50%) of the then outstanding Warrant Shares and Warrant into which then-outstanding Warrants are then exercisable excluding all Warrant Shares and Warrants that (i) are held by the Company, an affiliate, officer, director, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have been resold to the public pursuant to a registration statement filed with the Commission under the 1933 Act. The Holders of Warrants may demand registration without exercising the Warrants, and shall never be required to exercise same. For the purposes of subsection (i) above, the Company Underwriters and their respective officers, directors, employees and agents shall have not be deemed to be affiliates, officers, directors, employees or agents of the option, uponCompany.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and HoldersHolder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other Holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders Holder to all other registered Holders Holder of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holder making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders Holder of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holder of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine twelve (912) consecutive months by such Holders and any other Holders holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (9) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, if the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for twelve (12) consecutive months by such Holders of its Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(9)(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after during the effective date term of the public offering hereof and expiring five (5) years thereafterthis Warrant, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the CompanyIssuer, to have the Company Issuer prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company Issuer and counsel for the Representative Yankees and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company Issuer within ten (10) days after receiving notice from the Company Issuer of such request. (b) The Company Issuer covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company Issuer shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company Issuer agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall have repurchase (i) any and all Warrant Securities at higher of the option, uponMarket Price as defined in Section 3.2(a) per share of Capital Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period in Section 7.4(a) and (ii) any and all Warrants at such Marker Price less the exercise price of such Warrant. (d) Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a) At any time time, commencing after ninety(90) days from the effective date that the Company becomes a reporting company under the Securities and Exchange Act of 1934, as amended, and during the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityMajority Holder" (as hereinafter definedsuch term is defined in Section 6.4(d) below) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.2 6.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Representative and Holderssuch Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the holders thereof, for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestmonths. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 6.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 6.4(a) hereof by notifying the Company of their decision to include such securities within twenty (20) days of their receipt of the Company's notice. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights provided for under Section 6.3 and subsection (a) of this Section 6.4, if the Company shall not have filed a registration statement for at any time during the Warrant Securities within the time period specified Exercise Term, any Majority Holder (as defined below in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a6.4(d)) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company Registrable Securities shall have the optionright, uponexercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion in respect of all holders of Registrable Securities, a Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months, provided, however, that all costs incident thereto shall be at the expense of the holders of the Registrable Securities included in such

Demand Registration. (a) At any time commencing after one year from the effective date of the public offering hereof and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request, provided that the holders of the Warrants and/or Warrant Securities have purchased the Warrant Securities prior to any such registration statement being filed. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the may, at its option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Preferred Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement relating to the Public Offering (the "Registration Statement") and expiring five (5) years thereafterfrom the effective date of the Registration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) nine (9) consecutive months, or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon

Demand Registration. On any one (a1) At occasion commencing at any time commencing one (1) year after the effective date of the public offering hereof Effective Date and expiring five (5) years thereafterafter the Effective Date, the Holders of the Warrants and/or and the Warrant Securities Shares representing at least a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement on Form S-1, SB-2 (or other ▇▇▇▇▇▇▇▇▇te form) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of their respective not less than twelve (12) months, of the Warrant Securities for nine (9) consecutive months Shares by such Holders Holders, and any other Holders of the Warrants and/or Warrant Securities Shares who shall notify the Company within ten thirty (1030) business days after receiving receipt of the notice from described in the Company of such request. (b) succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder Holder(s) of Warrants or Holders Warrants Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) calendar days from the date of the receipt of any such registration request. (c) Notwithstanding anything . For purposes of this Agreement, the term "Majority," or any stated percentage, in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant SecuritiesShares or any category thereof, shall mean the Holders of Warrant Shares and Warrants or category thereof representing, in the aggregate, in excess of fifty percent (50%) or such other stated percentage of the then-outstanding Warrant Shares and Warrant Shares or category thereof into which then-outstanding Warrants or category thereof are then exercisable, excluding all Warrant Shares and Warrants that (i) are held by the Company, an affiliate, officer, director, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have been resold to the public pursuant to a registration statement filed with the Commission under the 1933 Act. For the purposes of subsection (i) above, the Company Underwriters and their respective officers, directors, employees and agents shall have not be deemed to be affiliates, officers, directors, employees or agents of the optionCompany. No registration statement filed pursuant to this demand registration provision (without the consent of the Holders holding a Majority of the Warrant Shares requested to be registered pursuant to such registration statement) may relate to any securities other than the Warrant Shares, uponand no other securities may be sold incidentally to any such underwritten public offering of Warrant Shares so registered.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration Statement, the Holders of the Underwriter's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be maybe necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Underwriter's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Underwriter's Warrants and/or Warrant Shares to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one(1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the Registration Statement, the Holders of a Majority of the Underwriter's Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upona

Demand Registration. (a) At So long as the Company shall have had any time commencing after of its securities registered under the effective date Act or the Exchange Act, then, until the expiration of the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing represent- ing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the then outstanding Warrants) shall have the right on two separate occasions (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasiontwo occasions, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Agent and Holders, Holders in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares 5 5 for nine (9) consecutive months 120 days by such Holders Holder and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained hereinAll expenses (other than underwriting discounts and commissions) incurred in connection with registration, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof filings or qualification pursuant to the written notice specified in Section 7.3(afirst registration request made pursuant to subsection (a) of a Majority this Section 7.3, including, without limitation, all registration, listing, filing and qualification fees, printers and accounting fees and the fees and disbursements of counsel for the Holders participating in such shall be borne by the Company. Upon a second registration request pursuant to subsection (a) of the Warrants and/or Warrant Securitiesthis Section 7.3, the Company Holders requesting registration shall have bear such costs on a pro-rata basis with respect to the option, uponAgent's securities in respect of which they are requesting registration.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasiontwo occasions, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Millennium and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. In connection with the first request the Company will bear all expenses attendant to registering the Securities (subject to section 7.4(b)), and in connection with the second request, the holders of the Securities will bear all the expenses. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the may, at its option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) If all of the Holders are able to sell the Warrant Securities pursuant to Rule 144 under the Securities Act of 1933, as amended, and without regard to the volume limitations thereunder, the Holders' rights under Section 7.2 and 7.3(a) shall terminate.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the may, at its option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock and per Underlying Warrant, determined as of (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c).

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Public Offering (5) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriter's Warrant, or the Majority in interest of the Underwriter's Securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement and such on Form SB-2, S-1 or other appropriate form, ▇▇▇ ▇▇▇▇ other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriter's Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants Underwriter=s Warrant and/or Warrant the Underwriter's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriter's Warrant may demand registration prior to exercising the Underwriter's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriter's Warrant and the Warrant Underwriter's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Underwriter's Warrant or Underwriter's Securities that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a) At any time commencing after From the effective date of the public offering hereof and expiring five (5) years thereafterhereafter, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrantswarrants) not previously sold pursuant to this Section 7 shall have the right (which right is in addition to the registration rights granted under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on not more than one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Representatives and the Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine six (96) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten twenty (1020) days after receiving notice from the Company of such request. In the event of a registration request and registration hereunder, (i) the Registration Rights Holders shall be entitled to participate in such registration in accordance with their respective rights to participate in a Demand Registration (as such term is defined in the Registration Rights Agreement) under the Registration Rights Agreement, and (ii) the Representatives and each other Holder(s) of Registrable Securities hereunder shall be subject to the same priority as Virgin, Rho and Columbia House with respect to any cutbacks. (b) In the event that a Registration Rights Holder makes a request for a "Demand Registration" as defined in the Registration Rights Agreement, the Representatives and each other Holder(s) of Registrable Securities are hereby granted registration rights pari passu with Virgin, Rho and Columbia House (as such parties are defined in the Registration Rights Agreement) and, therefore, shall be entitled to the same rights and benefits with respect to the registration of such Registrable Securities (which shall also be deemed "Registrable Securities" under the Registration Rights Agreement") as the Company has granted to Virgin, Rho and Columbia House. (c) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (cd) No right of the Holders under Section 7.3(a) shall be deemed to have been exercised if with respect to such right: (A) the requisite notice given by Holders pursuant to this Section 7.3 is withdrawn prior to the date of filing of a registration statement or if a registration statement filed by the Company under the Securities Act pursuant to this Section 7.3 is withdrawn prior to its effective date, in either case, by written notice to the Company from the Holders of fifty percent (50%) or more of the Warrants and/or Warrant Shares to be included or which are included in such registration statement stating that such Holders have elected not to proceed with the offering contemplated by such registration statement because (i) a development in the Company's affairs has occurred or has become known to such Holders subsequent to the date of the notice by the Holders to the Company requesting registration of the Warrant Shares of the filing of such registration statement which, in the judgment of such Holders or the managing underwriter of the proposed public offering, adversely affects the market price of such Warrant Shares (provided, however, that the exception under this clause (i) shall not be available more than once where the withdrawal is at the election of the Holders) or (ii) a registration statement filed by the Company pursuant to this Section 7.3, in the reasonable opinion of counsel for such Holders or the managing underwriter of the proposed public offering, contains 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 under which made (other than any such statement or omission relating to such Holders and based on information supplied or failed to be supplied by such Holders) and the Company has not, promptly after written notice thereof, corrected such statement or omission in an amendment filed to such registration statement pursuant to Section 7.4(m); or (B) a registration statement pursuant to this Section 7.3 shall have become effective under the Securities Act and (i) the underwriters shall not purchase any Warrant Shares because of a failure of condition contained in the underwriting agreement (other than a condition to be performed by or within the control of the Holders) relating to the offering covered by such registration statement or (ii) less than 85% of the Warrant Shares included therein shall have been sold as a result of any stop order, injunction or other order or requirement of the Commission or other governmental agency or court. (e) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) hereof of a Majority of the Holders of the Warrants and/or or Warrant SecuritiesShares, the Company shall have the option, uponupon the consent of a Majority of the Holders of Warrants or Warrant Shares, to repurchase (i) any and all Warrant Shares at the higher of the Market Price per share of Common Stock on (A) the date of the notice sent pursuant to Section 7.3(a) or (B) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase, if elected by the Company, shall be in immediately available funds and shall close within two (2) days after the later of (x) the expiration of the period specified in Section 7.4(a) or (y) the delivery of written notice of election specified in this Section 7.3(e).

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Effective Date and expiring five (5) years thereafter, the Holders of the Representatives' Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Representatives' Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be maybe necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Representatives' Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 9.3 by any Holder or Holders representing a Majority of the Representatives' Warrants and/or Warrant Shares to all other registered Holders of the Representatives' Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Representatives' Warrants and/or Warrant SecuritiesShares, the Company, at the option of the Holders of a Majority, will be required to repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Representatives' Warrants at such Market Price per share of Common Stock less the Exercise Price of such Representatives' Warrants. The Holders of a Majority shall notify the Company in writing of their election to require such repurchase. Such repurchase shall have be in immediately available funds and shall close within two (2) days after the option, uponlater of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (a) At any time during the period commencing after on the date hereof and ending on ____________________________________, 2003 [the fifth anniversary of the effective date of the public offering hereof and expiring five (5) years thereafterRegistration Statement], the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) Majority of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Representatives and the Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine six (96) consecutive months from the effective date of such registration statement by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten twenty (1020) days after receiving notice from the Company of such request. However, the Company shall not be obligated to comply with the registration request if (i) such Warrant Shares may be publicly sold by the Holders thereof pursuant to an effective and current registration statement that permits the method of distribution desired by the Holders or (ii) the Holders receive an opinion of counsel to the Company that the Warrant Shares may be freely traded without registration pursuant to Rule 144 of the Act or otherwise. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 and subsection (a) of this Section 7.3, if at any time during the Company shall not have filed a registration statement for period commencing on the Warrant Securities within date hereof and ending on ______________________________ [five years after the time period specified in Section 7.4(a) hereof pursuant to effective date of the written notice specified in Section 7.3(a) Registration Statement], the Holders of a Majority of the Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion, a registration statement so as to permit a public offering and sale for six (6) consecutive months from the effective date of such registration statement by such Holders of their Warrant Shares; provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto (including the reasonable costs of the Company's counsel with respect to such registration) shall be at the expense of the Holder or Holders making such request. However, the Company shall not be obligated to comply with the registration request if (a) such Warrant Shares may be publicly sold by the Holders thereof pursuant to an effective and current registration statement that permits the method of distribution desired by the Holders or (b) the Holders receive an opinion of counsel to the Company that the Warrant Shares may be freely traded without registration pursuant to Rule 144 of the Act or otherwise. (d) No right of the Holders under this Section 7.3 shall be deemed to have been exercised if with respect to such right: (A) the requisite notice given by Holders pursuant to this Section 7.3 is withdrawn prior to the date of filing of a registration statement or if a registration statement filed by the Company under the Securities Act pursuant to this Section 7.3 is withdrawn prior to its effective date, in either case, by written notice to the Company from the Holders of fifty percent (50%) or more of the Warrants and/or Warrant Securities, Securities to be included or which are included in such registration statement stating that such Holders have elected not to proceed with the offering contemplated by such registration statement because a registration statement filed by the Company pursuant to this Section 7.3, in the reasonable opinion of counsel for such Holders or the managing underwriter of the proposed public offering, contains 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, in light of the circumstances under which they were made, not misleading (other than any such statement or omission relating to such Holders and based on information supplied or failed to be supplied by such Holders) and the Company has not, promptly after written notice thereof, corrected such statement or omission in an amendment filed to such registration statement pursuant to Section 7.4(k); or (B) a registration statement pursuant to this Section 7.3 shall have become effective under the optionSecurities Act and (i) the underwriters shall not purchase any Warrant Shares because of a failure of a condition contained in the underwriting agreement due to an act of the Company relating to the offering covered by such registration statement or (ii) less than 85% of the Warrant Shares included therein shall have been sold as a result of any stop order, uponinjunction or other order or requirement of the Commission or other governmental agency or court.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other Holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders Holder of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders Holder of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon the written notice of election of a Majority of the Holder of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the

Demand Registration. (a) At any time For a period commencing after on the effective date of the public offering hereof Effective Date, and expiring ending five (5) years thereafterfrom the Effective Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, for a period commencing on the Effective Date, and ending five (5) years from the Effective Date, unless all of the Warrants issued and issuable have been exercised and the Holders of the Warrant shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resalable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Shares provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant SecuritiesShares, upon the Company written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares it shall have the optionoption to repurchase (i) any and all Warrant Shares at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a), uponand (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).