Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Upon receipt of written demand by Purchaser, the Company shall prepare, and on or prior to the date which is 30 and, as soon as practicable but in no event later than 60 calendar days after the Closing Datedate of such notice, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or if such form is unavailable, on the date of filing with the SEC, covers such other form as is available for registration) covering the resale of all of the Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the Initial Investor SEC as soon as practicable. (ii) PIGGY BACK REGISTRATION RIGHTS. (aa) If the Company decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act on a form which is suitable for an offering for cash or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, the Company will promptly give written notice to the Purchaser of its intention to effect such a registration. Subject to Section 5(e)(ii)(bb) below, the Company shall include all of the Shares that the Purchaser requests to be included in such a registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. (bb) If the registration, as described in Section 5(e)(ii)(aa) above, involves an underwritten offering, the Company will not be required to register Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to Purchaser. If such a Cutback occurs, the number of shares of Common Stock at least equal that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first, to the sum Company for any securities it proposes to sell for its own account, (ii) second, to the Purchaser requiring such registration, and (iii) third, to other holders of (x) a number stock of shares of Common Stock equal to 175% the Company requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in for which each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementrequesting holder has requested registration.

Mandatory Registration. Within fifteen (115) The days of the Company filing its Form 10K for 2005, but in no event later than October 15, 2005 (the "Filing Deadline"), the Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 whichSB-2 (or, if such form is unavailable for such a registration, on the date of filing with the SECsuch other form as is available for such a registration), covers covering the resale by of all of the Initial Investor Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of a number additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale an amount of shares of Common Stock at least equal to which would be issuable on the sum of (x) a number of shares of Common Stock equal to 175% date preceding the filing of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at Registration Statement based on the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(aDebenture Agreement) of the Certificate of Designations Company’s Common Stock on such date and Section 1.1(b) of the Warrants). If at any time amount reasonably calculated that represents the number of shares issuable pursuant to the terms of the Offering, including those Shares underlying the Warrant Agreement. The total amount of Shares shall be both 1) the amount specified in the Warrant Agreement and 2) the Face Amount of the Debenture divided by the Fixed Conversion Price. For example, if the Fixed Conversion Price is one dollar (1.00) per share, the amount of Shares to be registered will be one million five hundred thousand (1,500,000) shares. (1,500,000/1.00). In the event the Company cannot register sufficient shares of Common Stock included in Stock, due to the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the remaining number of authorized shares of Common Stock issuable being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on conversion in full the remaining balance of the unconverted Preferred Shares plus authorized shares and will use its best efforts to increase the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of its authorized shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement soon as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementreasonably practicable.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers no later than forty-five (45) calendar days after the resale by the Initial Investor of Due Date, a Registration Statement covering a sufficient number of shares of Common Stock at least equal to for the sum Initial Investors into which the Warrants would be exercised and the $550,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (x45) a calendar days after the Due Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as permissible under the Securities Act. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)or stock dividends. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (such form as is applicable to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional already registered which new Registration Statement shall be deemed to filed within 45 days. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement required to be filed by is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to Section 2(a) the terms of this Agreement, the Subscription Agreement and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementDebenture.

Mandatory Registration. Within ten (110) The Company shall prepare, and on or prior to the date which is 30 days after of the Closing Date, the Company shall prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 whichSB-2 (or, if such form is unavailable for such a registration, on the date of filing with the SECsuch other form as is available for such a registration), covers covering the resale by of all of the Initial Investor Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 415 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of a number additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale an amount of shares of Common Stock at least equal to which would be issuable on the sum of (x) a number of shares of Common Stock equal to 175% date preceding the filing of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at Registration Statement based on the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(aDebenture Agreement) of the Certificate of Designations Debentures dated February 10, 2006 and Section 1.1(b) of the Warrants). If at any time amount reasonably calculated that represents the number of shares issuable pursuant to the terms of the Offering, including those Shares underlying the Warrant Agreement. The total amount of Shares shall be both 1) the amount specified in the Warrant Agreement and 2) the Face Amount of the Debenture, dated February 10, 2006, divided by the Fixed Conversion Price. For example, if the Fixed Conversion Price is nine cents ($.09) per share, the amount of Shares to be registered will be nine million one hundred and thirty-eight thousand eight hundred and eighty-nine shares (9,138,889) shares. ($822,500/.09). In the event the Company cannot register sufficient shares of Common Stock included in Stock, due to the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the remaining number of authorized shares of Common Stock issuable being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on conversion in full the remaining balance of the unconverted Preferred Shares plus authorized shares and will use its best efforts to increase the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of its authorized shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement soon as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementreasonably practicable.

Mandatory Registration. (1) The Company shall prepare, and and, on or ---------------------- prior to the date which is 30 thirty (30) days after the date of the Closing Dateunder the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities including the Warrants and Registrable Securities underlying the Debentures and the Warrants issued or issuable pursuant to the Securities Purchase Agreement and covering the issuance of the Warrants Shares upon exercise of the Warrants, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Debentures or the Exercise Price of the Warrants in accordance with the SEC, covers the resale by the Initial Investor of a terms thereof. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than one and one-half (1 1/2) times the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Shares, determined as if Debentures and exercise of the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined Warrants without regard to any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Debentures or exercise the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. If at any time the Required Holders (1as defined below) The request that the Company file a Registration Statement having an aggregate offering price to the public of not less than Five Million Dollars ($5,000,000), the Company shall prepareuse its best efforts to prepare and, and on or prior to the date which is 30 days after the Closing Dateas soon as practicable, file with the SEC Commission a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by of all of the Initial Investor Registrable Securities; provided however, the Company shall not be required to effect the foregoing registration prior to the second anniversary of the Closing (as defined in the Securities Purchase Agreement). In the event that Form S-3 is unavailable for such a number registration, the Company shall use such other form as is available for such a registration, subject to the provisions of shares Section 2(d) of Common Stock this Agreement. The Registration Statement prepared pursuant hereto shall register the Registrable Securities for resale, including at least equal to the sum of (x) a number of shares of Common Stock equal to 175130% of the number of shares of Common Stock issuable upon conversion of the Series AA Preferred Shares, determined as by such Investors from time to time in accordance with the methods of distribution elected by such Investors. The Registration Statement shall contain (except if otherwise directed by the Preferred Shares, together with 24 months holders of accrued and unpaid dividends thereon, were converted in full at least a majority of the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (yRegistrable Securities) the number “Selling Securityholders” and “Plan of Warrant Shares (Distribution” sections in each case determined without regard substantially the form attached hereto as Exhibit A. The Company shall use its best efforts to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in have the Registration Statement required to be filed declared effective by the Commission as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptlysoon as practicable, but in no event not later than 20 90 calendar days after such insufficiency shall occur, Investors’ request (the “Effectiveness Deadline”). The Company shall not be obligated to file with the SEC an additional a Registration Statement on Form S-3 S-1 (which shall not constitute a post-or, regardless of the value of the Registrable Securities covered thereby, on any other Form promulgated under the 0000 Xxx) and cause it to become effective amendment prior to the Registration Statement filed pursuant to second anniversary of the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to date hereof nor more than twice under this Section 2(a). The There shall be no limit to the number of Registration Statement shall not include securities Statements on Form S-3 required to be sold for filed and to become effective under this Section 2(a); provided that the account value of any selling securityholder other the Registrable Securities covered by each such registration Statement is not less than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement$500,000.

Mandatory Registration. (1a) The Company shall prepare, At any time from and on or prior to after the date which is 30 earliest of (i) one hundred eighty (180) days after the Closing Date, file with Date (as defined in the SEC Merger Agreement); (ii) the first date upon which the Company is eligible to register securities for reoffer and resale using a Registration Statement on Form S-3 which, on S-3; and (iii) the date of filing with upon which the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price Hxxxx Employment Agreement (as defined in the Certificate of DesignationsMerger Agreement) on is terminated by the SEC Filing Date plus Company without “Cause” or by Dxxxxx X. Xxxxx for “Good Reason” (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained as those terms are defined in the proviso to Hxxxx Employment Agreement), and for so long as the second sentence Shareholders or their respective transferees own beneficially or of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at record any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurRegistrable Securities, the Company shall shall, upon the written request (hereinafter a “notice”) of a holder or holders of a majority of the then outstanding Registrable Securities, and subject to the covenants, terms and conditions of Section 2(b) below, prepare and file with the SEC an additional a Registration Statement on Form S-3 (which S-1 or Form S-3, as the case may be, under the Securities Act, pursuant to Rule 415 under the Securities Act, covering the resale from time to time, of all of the shares of Registrable Securities held by such requesting holder or holders and the Company shall not constitute a post-effective amendment use its reasonable best efforts to have the Registration Statement filed pursuant declared effective as soon as practicable thereafter; provided, further, that in the event that additional Registrable Securities are issued after the Closing Date (as defined in the Merger Agreement), the Company shall, upon the written request of a holder of Registrable Securities, subject to the first sentence covenants, terms and conditions of this Section 2(a))2(b) below, covering such number of shares of Common Stock as shall be sufficient to permit such conversion prepare and exercise. For all purposes of this Agreement file with the Commission such additional Registration Statement shall Statements as may be deemed necessary to be cover the Registration Statement required resale from time to be filed by time of any such additional Registrable Securities; provided, further, that the Company pursuant to Section 2(a) of this Agreementmay, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect by notice to the initial Registration Statement required to be filed by requesting holder or holders, as the Company pursuant to this Section 2(a)case may be, delay such requested registrations for the Maximum Delay Period if and for so long as the Delay Conditions exist. The Registration Statement shall contain the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall not include securities be obligated pursuant to be sold this Section 2 to effectuate more than one (1) registration for the account benefit of any selling securityholder other than the Investors and holders of Registrable Securities, except as provided for in this Section 2(a) with respect to additional Registrable Securities issued after the investors contemplated by Closing Date (as defined in the Merger Agreement). In the event that Form S-3 is not available for the registration rights agreement entered into by of the resale of Registrable Securities hereunder, the Company in connection with shall register the Other Subscription Agreement.resale of the Registrable Securities on another such other available form of Registration Statement reasonably acceptable to the requesting holder or holders. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 1.2:

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers no later than forty-five (45) calendar days after the resale by the Initial Investor of Due Date, a Registration Statement covering a sufficient number of shares of Common Stock at least equal to for the sum Initial Investors into which the Warrants would be exercised and the $1,119,600 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (x45) a calendar days after the Due Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as permissible under the Securities Act. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrantsor stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (such form as is applicable to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional already registered which new Registration Statement shall be deemed to filed within 45 days. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement required to be filed by is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to Section 2(a) the terms of this Agreement, the Subscription Agreement and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementDebenture.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Datenot later than January 29, 1999, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor or its assignees of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)Initial Registration Amount. If (i) at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of less than the number of shares of Common Stock issuable on conversion in full of then applicable Registration Amount or (ii) the unconverted Preferred Second Tranche Shares plus and the number of Warrant Aura Repricing Shares issuable upon exercise of the unexercised portion of Second Tranche Repricing Rights are not permitted to be included in the Warrantsinitial Registration Statement filed pursuant to this Section 2(a), then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient at least equal to permit such conversion the difference between the Registration Amount and exercisethe number of shares previously registered. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include No securities to be sold for the account of any selling securityholder other than the Investors Registrable Securities and the investors contemplated by the registration rights agreement entered into by the Company in connection with securities registrable pursuant to the Other Subscription Registration Rights Agreements may be included in any Registration Statement filed pursuant to this Agreement.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC SEC, no later than forty-five (45) days following the initial Closing Date under the Stock Purchase Agreement, and the issuance of the Additional Warrants, if issued, either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to for the sum of Initial Investors (x) a or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and the Preferred Shares, together with 24 months Exercise of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Warrants resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Conversion Price, or to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrantsprevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted or the first sentence of this Section 2(a) shall be insufficient to cover 125% of Warrants or Additional Warrants, if issued, are exercisable, exceeds the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within fifteen (15) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or the Warrants or Additional Warrants if issued are exercisable, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to preferred Stock may be converted, or the first sentence of this Section 2(a))Warrants or Additional Warrants, covering such if issued, are exercisable, that exceed the aggregate number of shares of Common Stock as shall already registered. If the state of the SEC determines that all of the Conversion Shares cannot be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed registered by the Company pursuant to Section 2(a) for resale by the Investor because, in the view of this Agreementthe staff, and such registration would constitute a primary offering the Company, then the Company and the Investors shall have the same rights and obligations with respect an additional sixty (60) days in which to amend such additional Registration Statement as they shall have with respect registration statement to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementanother available form.

Mandatory Registration. (1i) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers as soon as possible after the Closing Date a Registration Statement registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least for the Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum aggregate of (x) a number of shares of Common Stock equal to 175% two hundred percent (200%) of the number of shares of Common Stock issuable upon conversion of into which the Preferred Shares, determined as if Notes and all interest thereon through the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price Maturity Date (as defined in the Certificate Notes) would be convertible at the time of Designationsfiling of such Registration Statement (assuming for such purposes that all Notes had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date) on the SEC Filing Date plus and (y) the number of Warrant Shares (in each case determined without regard to the limitations which would be issuable on beneficial ownership contained in the proviso to the second sentence of Section 10(a) exercise of the Certificate of Designations and Section 1.1(b) of Warrants (assuming for such purposes that Warrants for the Warrants). If at any time twice the number of shares of Common Stock included in as are covered by the Registration Statement required to be filed as provided in Warrants actually issued on the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Closing Date had been issued, had been eligible for exercise and had been exercised for Warrant Shares issuable upon in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(adate). The Registration Statement shall not include securities also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Notes or exercise of the Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be sold for declared effective on a date (the account of any selling securityholder other "Required Effective Date") which is no later than the Investors and the investors contemplated earlier of (Y) five (5) business days after oral or written notice by the registration rights agreement entered into by SEC that it may be declared effective or (Z) sixty (60) days after the Company in connection with the Other Subscription AgreementClosing Date.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus PLUS (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date which is 30 twenty-one (21) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement registration statement on Form S-3 which(or, if Form S-3 is not then available, on such form of registration statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which registration statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such registration statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the SEC, covers terms thereof or the resale by exercise price of the Initial Investor of a Warrants in accordance with the terms thereof. The number of shares of Common Stock at least equal to initially included in the sum of Registration Statement shall be no less than two (x2) a number of shares of Common Stock equal to 175% of times the number of shares Conversion Shares, plus the number of Common Stock Warrant Shares, that are then issuable upon conversion of the Preferred SharesStock and the exercise of the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Preferred Stock or exercise the Warrants). If at any time ; provided, however, that the number of shares of Common Stock initially included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of not exceed 2,153,344. The Company acknowledges that the number of shares of Common Stock issuable on conversion to be initially included in full the Registration Statement will represent a good faith estimate of the unconverted Preferred Shares plus the maximum number of Warrant Shares shares issuable upon conversion of the Preferred Stock and exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to thirty (30) days from the date which is 30 days after of Closing (as defined in the Closing DateSecurities Purchase Agreement) (the "FILING DATE"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing with the SECInitial Investors, covers which consent will not be unreasonably withheld) covering the resale by of the Initial Investor Registrable Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of a additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than two (2) times the sum of (xi) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares that are then issuable upon conversion of the Preferred Shares, determined as if Debentures and Additional Debentures (based on the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Variable Conversion Price (as defined would then be in effect and assuming the Certificate of DesignationsVariable Conversion Price is the Conversion Price at such time) on the SEC Filing Date plus (yii) the number of Warrant Shares (in each case determined that are then issuable upon exercise of the Warrants and the Additional Warrants, without regard to any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to Debentures and the second sentence of Section 10(a) of Additional Debentures or exercise the Certificate of Designations Warrants and Section 1.1(b) of the Additional Warrants). If at any time The Company acknowledges that the number of shares of Common Stock initially included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% represents a good faith estimate of the maximum number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus Debentures and the number of Warrant Shares issuable Additional Warrants and upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, Warrants and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementAdditional Warrants.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to the date which is 30 days as soon as possible after the Closing Date, file with but no later than thirty (30) days following the SEC Closing Date, either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the SB-2 or an amendment to any such pending Registration Statement registering for resale by the Initial Investor all of a the Registrable Securities, but in no event less than the aggregate number of shares into (i) which the Preferred Stock would be convertible at the time of filing of the Form SB-2 (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as of such date), and (ii) which would be issued upon exercise of all of the Warrants at the time of filing of the Form SB-2 [assuming for such purposes that all Warrants had been eligible to be exercised and had been exercised in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date]. Such Registration Statement or amended Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and the Preferred Shares, together with 24 months exercise of accrued and unpaid dividends thereon, were converted the Warrants resulting from adjustment in full at the Fixed Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective no later than ninety (as defined in 90) days after the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)Closing Date. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in the first sentence of this Section 2(a) shall converted and which would be insufficient to cover 125% issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock issuable on conversion then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in full of the unconverted Preferred Shares plus future be converted and which would be issued currently or in the number of Warrant Shares issuable future upon exercise of the unexercised portion of the Warrants, then promptlyor (ii) if such Registration Statement has been declared effective by the SEC at that time, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (SB-2, as may be appropriate, to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may currently or in the first sentence future be converted and which would be issued currently or in the future upon exercise of this Section 2(a)), covering such the Warrants that exceed the aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercisealready registered. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Such Registration Statement shall not include securities to be sold for the account of any selling securityholder shares other than the Investors and Registrable Securities without the investors contemplated by consent of the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementInvestor.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 15 days after the date of the closing under the 1996 Subscription Agreement (the "1996 Closing Date"), file with the SEC a Registration Statement on Form S-1 covering at least 592,593 shares of Common Stock as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the 1996 Preferred Shares and the exercise price of the Warrants issued pursuant to the 1996 Subscription Agreement in accordance with the respective terms thereof. The Company shall prepare, and on or prior to the date which is six (6) days after the date of the closing under the 1997 Subscription Agreement (the "1997 Closing Date"), file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of covering at least 1,142,010 shares of Common Stock at least equal to as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the sum of (x) a Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares and exercise of the Warrants to prevent dilution resulting from stock splits, determined as if the Preferred Shares, together with 24 months stock dividends or similar transactions or by reason of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined changes in the Certificate conversion price of Designations) on the SEC Filing Date plus (y) 1997 Preferred Shares and the number exercise price of Warrant Shares (in each case determined without regard the Warrants issued pursuant to the limitations on beneficial ownership contained 1997 Subscription Agreement in accordance with the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)respective terms thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence two sentences of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of and the unexercised portion of the Warrants, then promptly, but in no event later than 20 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement required to be filed pursuant to the first sentence of this Section 2(a)), ) or other applicable form covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price or Registration Statements (as defined in the Certificate of Designationsis necessary) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute or, if such form is unavailable for such a post-effective amendment registration, on such other form as is available for such a registration, subject to the Registration Statement filed pursuant to consent of each Purchaser and the first sentence provisions of this Section 2(a2(e), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, within thirty (30) days after the first to occur of (1) the issuance, sale, and delivery of $1,500,000 in original principal amount of Bridge Notes, or (2) the date the Company receives written notice from Sovereign Capital Advisors, LLC of termination of further offers of the Bridge Notes (the "Filing Deadline"). The Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon conversion of the Series 1 Bridge Notes and exercise of the Purchaser Warrants to prevent dilution resulting from stock splits, stock dividends, or similar transactions, and (ii) by reason of the Repricing Warrants in accordance with the terms thereof. Such Registration Statement shall initially register for resale at least 1,316,025 shares of Common Stock, comprised of 641,025 shares for Conversion Shares, 300,000 shares for Purchaser Warrant Shares, 75,000 shares for Placement Warrant Shares, and 300,000 shares of Common Stock to cover the Repricing Warrant Shares, all of which is subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be sufficient allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit such conversion and exercisethe registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. For all purposes of this Agreement such additional Such Registration Statement shall be deemed to be kept current and effective for a period of twelve (12) months from the Closing Date. If a Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Common Stock is not effective on the Maturity Date (as such term is defined in the Series 1 Bridge Note), the Company agrees to and shall pay a cash penalty equal to two percent (2%) per month of the outstanding principal amount of the Series 1 Bridge Notes, payable monthly and pro-rated for partial months until the Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementis effective.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to the date which is 30 no later than forty-five (45) calendar days after the Closing Date, file with an amendment to the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale S-1 filed by the Initial Investor of Company but not yet declared effective (hereinafter referred to as the "Registration Statement") covering a sufficient number of shares of Common Stock at least equal to for the sum Initial Investor into which the Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (x45) a calendar days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company excepting S-8 Registration Statement. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, determined as or stock dividends) if the Preferred Shares, together with 24 months of accrued permissible under applicable 1933 Act Rules and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)Regulations. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (such form as is applicable to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as already registered. The above damages shall continue until the obligation is fulfilled and shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement required to be filed by is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Closing Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to Section 2(a) the terms of this Agreement, the Subscription Agreement and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementDebenture.

Mandatory Registration. (1a) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC on or before April 30, 2000 (the "SEC Filing Date") a Registration Statement on Form S-3 whichor, if Form S-3 is not available, on another appropriate form reasonably acceptable to the date of filing with the SECInvestors, which covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Registrable Securities issuable to each Holder upon conversion of the Preferred SharesShares and exercise of the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, Shares were converted in full at (based on an $5.75 per share conversion price) and the Fixed Conversion Price (as defined Warrants were exercised in the Certificate of Designations) full on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) first anniversary of the Certificate of Designations and Section 1.1(b) of the Warrants)Closing Date. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a6.2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the and unexercised portion of the Warrants, then promptly, but in no event later than 20 60 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 S-3, or another appropriate form (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a6.2(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement6.2(a), and the Company and the Investors Holders shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement statement required to be filed by the Company pursuant to this Section 2(a6.2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the a date which is 30 no more than ninety (90) days after from the Closing Datedate that the Company has sold a total of $875,000 in principal amount of Debentures (the "Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with each Buyer and the SECprovisions of Section 2.e., covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesDebentures (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions and (ii) by reason of changes in the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) or Conversion Rate of the Certificate of Designations and Section 1.1(b) of Debentures in accordance with the Warrants)terms thereof. If Such Registration Statement shall initially register for resale at any time the number of least 1,023,750 shares of Common Stock included in for the Registration Statement required Investors and others, subject to be filed adjustment as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of 3.b., and 1,023,750 such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable on conversion in full as of each date that a Registration Statement, as amended, relating to the resale of the unconverted Preferred Shares plus Registrable Securities is declared effective by the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the SEC. The Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment use its best efforts to have the Registration Statement filed pursuant declared effective by the SEC within ninety (90) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit the registration statement to become effective within ten (10) business days after receipt of a "no review" notice from the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseSEC. For all purposes of this Agreement such additional Registration Statement shall be deemed to be In the event that the Registration Statement required to be is not filed by the Company pursuant to Section 2(a) of this Agreementwith the SEC by the Filing Deadline, and then the Company and shall be required to deliver to the Investors shall have within 10 calendar days of the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by end of each month in which the Company pursuant to this Section 2(ahas not so filed a cash penalty of 2% of the principal amount of Debentures per month (pro-rated for partial months). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall preparefile with the United States Securities and Exchange Commission ("SEC"), and on or prior to the date which is 30 on or before thirty-five (35) calendar days after the Closing Date, file with Date (the SEC "Filing Deadline") a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities, subject to the consent of filing with the SEC, covers Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale by of at least 3,699,042 shares of Common Stock, which Registration Statement, to the Initial Investor of a extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares may become issuable upon exercise of the unexercised Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "Initial Registration Statement"). The Registrable Securities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least five (5) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Warrants, then promptly, but Warrant Shares or any other Registrable Securities cannot be included in no event later than 20 days after the Initial Registration Statement (an "SEC Determination")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such insufficiency shall occurshares that are not included being the "Uncovered Shares"), the Company shall prepare and file with the SEC SEC, as soon as practicable, but in any event prior to the fifth (5th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "Uncovered Share Filing Deadline"), either (a) an additional amendment (the "Uncovered Shares Amendment") to the Initial Registration Statement on Form S-3 effecting a registration of the Uncovered Shares or (b) a registration statement which shall not constitute a post-effective amendment to registers the Uncovered Shares (the "Uncovered Shares Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(aStatement"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for the account of any selling securityholder other than the Initial Investors and their counsel for review and comment at least three (3) Business Days prior to its filing or other submission. The Company shall use its best efforts to cause each of the investors contemplated by Initial Registration Statement and the registration rights agreement entered into by Uncovered Shares Amendment or the Company in connection with Uncovered Shares Registration Statement to become effective as soon as practicable after the Other Subscription Agreementfiling thereof.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, which on the date of filing with the SEC, SEC Filing Date covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Conversion Shares and the Warrant Shares issuable upon conversion of to the Buyer under the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereondividends, were converted and the Warrant was exercised in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus as if such SEC Filing Date were the Closing Date (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership limitation contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations Designations) and Section 1.1(b) the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the payment of dividends, as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Warrants)Preferred Shares or exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. If If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as shall be issuable upon conversion of the Preferred Shares or exercise of the Warrant based on changes from time to time in the conversion or exercise price thereof, at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the any unconverted Preferred Shares plus the number of Warrant Shares issuable upon or exercise of the any unexercised portion of the WarrantsWarrant, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and or exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 15 days after the date of the closing under the Subscription Agreement (the "Closing Date"), file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of covering at least 1,950,000 shares of Common Stock at least equal to as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the sum of (x) a Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares and exercise of the Warrants to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares, together with 24 months of accrued Shares and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) exercise price of the Certificate of Designations and Section 1.1(b) of Warrants in accordance with the Warrants)respective terms thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall not be insufficient sufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of and the unexercised portion of the Warrants, then promptly, but in no event later than 20 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), or other applicable form covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement as they shall have with respect to the -146- initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of covering at least 1,335,256 shares of Common Stock at least equal to as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the sum of (x) a Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares, together Shares in accordance with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)terms thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsShares, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 (or, if the Company is not eligible to use such form at the time of filing with the SEC, Form S-1) which, on the date of filing with the SEC, covers the resale by the Initial Investor Purchaser of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175the sum of (x) 150% of the number of shares of Common Stock Shares issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full Shares at the Fixed then applicable Conversion Price (as defined in the Certificate of DesignationsCertificate) on the SEC Filing Date plus PLUS (y) the number of Warrant Shares issuable upon exercise in full of the Warrants (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% all of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of and Warrant Shares issuable upon conversion of the Preferred Shares and exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 30 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (or, if the Company is not eligible to use such form at the time of filing with the SEC, Form S-1) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors Purchasers shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling securityholder security holder other than the Investors Purchasers and the investors contemplated by holders of the registration rights agreement entered into by described in Schedule 11(a). As of the date of this Agreement, the Company in connection with is eligible to file the Other Subscription AgreementRegistration Statement on Form S-3.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days and, as soon as practicable after the Closing Datefirst closing under the Securities Purchase Agreement, but in no event later than the sixtieth (60th) day following such closing, file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the maximum number of shares of Registrable Securities issuable upon the full conversion of, or as dividends on, the Preferred Stock and the full exercise of the Warrants comprising 6,300 Units (assuming a conversion price based on 81% of the closing sales price of the Common Stock as reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrantssuch closing). If at any time The Company shall prepare, and, as soon as practicable after each additional closing under the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptlySecurities Purchase Agreement, but in no event later than 20 days after the sixtieth (60th) day following each of such insufficiency shall occurclosings, the Company shall file with the SEC an additional a Registration Statement on Form S-3 (which shall or, if Form S-3 is not constitute then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a post-effective amendment to the Registration Statement filed notice pursuant to Section 3(b) hereof, at least 200%) of the first sentence of this Section 2(a)), covering such maximum number of shares of Registrable Securities issuable upon the full conversion of, or as dividends on, the Preferred Stock and the full exercise of the Warrants comprising the Units issued at such closing pursuant to Section 1(a)(ii)(b), 1(a)(iii) or 1(a)(iv) of the Securities Purchase Agreement, as applicable (assuming a conversion price based on 81% of the closing sales price of the Common Stock as shall be sufficient to permit reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such conversion and exerciseClosing). For all purposes of this Agreement such additional In the event any Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a) is on Form S-1, the Company shall, (x) no later than the date the Company files each periodic report on Form 10-Q or 10-K, file a prospectus supplement or post-effective amendment to the Registration Statement to include in the Registration Statement such information (including, without limitation, updated financial statements) from the periodic report as is necessary or required to keep the Registration Statement in compliance with the rules of the SEC and this Agreement and (y) within fifteen (15) days of the Company becoming to eligible to register the Registrable Securities on Form S-3, file a new Registration Statement on Form S-3 covering at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the Registrable Securities issuable upon the full conversion of, or as dividends on, the Preferred Stock and the full exercise of the Warrants (based on the conversion and exercise prices thereof then in effect) and cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter, and in no event later than ninety (90) days after the filing thereof (such ninetieth (90th) day being the "Second Registration Deadline"). The Each Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof. The Registrable Securities included in any Registration Statement filed hereunder shall be allocated to the Investors as set forth in Section 11(k) hereof. Each Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Initial Investors and their counsel prior to its filing or other submission. The Company shall not include any securities (other than Registrable Securities and securities designated on Schedule 3(c) to the Securities Purchase Agreement for possible inclusion on a Registration Statement hereunder) on any Registration Statement filed pursuant to this Section 2(a). In addition, the Company shall not permit any securities of the Company (other than Registrable Securities) to be sold for registered under the account of any selling securityholder other than Securities Act prior to or at the Investors and the investors contemplated by same time as the registration rights agreement entered into by of the Registrable Securities; provided, however, that the Company may cause the registration of the resale of Common Stock issued or issuable upon conversion of the convertible debentures in an aggregate principal amount of $1,800,000 issued in July 1997 (up to 1,800,000 shares) and in connection with the Other Subscription AgreementCompany's proposed restructuring of its Series A Cumulative Convertible Preferred Stock and of Common Stock designated on Schedule 3(c) to the Securities Purchase Agreement for possible inclusion in a Registration Statement hereunder at the same time as the registration of the Registrable Securities.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 Within 45 days after following the Closing Date, file with Date (the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants"FILING DEADLINE"). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional United States Securities and Exchange Commission ("SEC"), a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities) covering the resale of all of the Registrable Securities, which shall not constitute a post-effective amendment Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering also covers such indeterminate number of additional shares of Common Stock as shall be sufficient may become issuable upon exercise of the Warrants to permit such conversion and exerciseprevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION Statement"). For all purposes of this Agreement such additional The Registrable Securities included in the Initial Registration Statement shall be deemed to be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement required (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to be filed (and subject to the review by) the Initial Investors and their counsel at least three (3) business days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the Company pursuant to Section 2(a) staff of this Agreementthe SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")), and or if the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities then outstanding (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the Investors shall have SEC, as soon as practicable, but in any event within 45 days after becoming aware of the same rights and obligations with respect existence of any Uncovered Shares (such date referred to such additional herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement as they shall have with respect to effecting a registration of the initial Registration Statement required to be filed by Uncovered Shares or (b) a registration statement which registers the Company pursuant to this Section 2(aUncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for the account of any selling securityholder other than the Initial Investors and their counsel for review and comment at least three (3) business days prior to its filing or other submission. The Company shall use its best efforts to cause each of the investors contemplated by Initial Registration Statement and the registration rights agreement entered into by Uncovered Shares Amendment or the Company in connection with Uncovered Shares Registration Statement to become effective as soon as practicable after the Other Subscription Agreementfiling thereof.

Mandatory Registration. (1i) The Company shall prepare, cause Company Counsel to prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers as soon as practicable after the Initial Closing Date but no later than sixty (60) days after the Initial Closing Date (the "Required Filing Date"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) a number one hundred fifty percent (150%) of shares the sum of Common Stock equal to 175% of (i) the number of shares of Common Stock issuable upon conversion of the Preferred Purchased Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (yii) the number of Warrant Shares covered by the Warrants (in each case determined without regard to assuming for such purposes that all the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required Warrants had been issued, had been eligible to be filed exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as provided in the first sentence of this Section 2(asuch date) shall be insufficient to cover 125% and (y) one hundred percent (100%) of the number of shares of Common Stock issuable on conversion in full Option Shares, if any, purchased prior the initial filing of the unconverted Preferred Shares plus Registration Statement. Unless otherwise specifically agreed to in writing in advance by the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsInitial Investor (including as provided in this Agreement), then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the first sentence Finder in connection with the transactions contemplated by the Transaction Agreements, and (3) such shares of this Section 2(a)the Company's Common Stock as set forth on Schedule 10 attached hereto (whether such shares are held by the shareholders listed on said Schedule 10 or their respective transferees), covering and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as shall be sufficient may become issuable to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreementprevent dilution resulting from stock splits, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementor stock dividends.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by of at least 1,395,000 of the Initial Investor of a Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares, together Shares in accordance with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)terms thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsShares, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepareprepare and use its ---------------------- best efforts to file with the United States Securities and Exchange Commission ("SEC"), and on or prior to the date (the "Filing Date") which is 30 twenty (20) days after the First Closing Date (as defined in the Securities Purchase Agreement, the "First Closing Date, file with the SEC ") a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities, subject to the consent of filing with the SEC, covers Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by of at least 3,981,195 Registrable Securities, which Registration Statement, to the Initial Investor of a extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesDebentures and exercise of the Warrants (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or (ii) by reason of reductions in the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined of the Debentures or the Exercise Price of the Warrants in accordance with the Certificate terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Debentures to decrease to the limitations on beneficial ownership contained in extent the proviso to the second sentence of Section 10(a) bid price of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock decreases. The Registrable Securities included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment allocated to the Registration Statement filed pursuant to the first sentence of this Investors as set forth in Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a11(k) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a)hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for (and subject to the account of any selling securityholder other than approval of) the Initial Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to (i) twenty (20) days from the date which is 30 days after of Closing (as defined in the Closing Securities Purchase Agreement), with respect to 30,000,000 Registrable Securities and (ii) February 25, 2003 with respect to the remaining Registrable Securities (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing with the SECInitial Investors, covers which consent will not be unreasonably withheld) covering the resale by of the Initial Investor Registrable Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of a additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock at least initially included in such Registration Statement shall be no less than an amount equal to two (2) times the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares that are then issuable upon conversion of the Preferred Shares, determined as if Debentures and Additional Debentures (based on the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Variable Conversion Price (as defined would then be in effect and assuming the Certificate of Designations) on Variable Conversion Price is the SEC Filing Date plus (y) Conversion Price at such time), and the number of Warrant Shares (in each case determined that are then issuable upon exercise of the Warrants, without regard to any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Debentures or exercise the Warrants). If at any time The Company acknowledges that the number of shares of Common Stock initially included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% represents a good faith estimate of the maximum number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable Debentures and upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1i) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as possible after the date which is 30 Closing Date but no later than sixty (60) days after the Closing Date (the "Required Filing Date"), file with the SEC either a Registration Statement on Form S-3 whichor an amendment to an existing Registration Statement, on the date of filing with the SEC, covers the in either event registering for resale by the Initial Investor of (i) a sufficient number of shares of Common Stock at least for the Initial Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the sum of one hundred and fifty percent (x150%) of the number of shares into which the Preferred Stock, through the third anniversary of their issuance, would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility or conversion had in fact occurred as of such date) and (ii) a sufficient number of shares of Common Stock equal for the Initial Investors to 175% sell Registrable Securities issuable upon the occurrence of reasonably expected penalties. The Registration Statement (W) shall include only the Registrable Securities, unless the Investor consents to the inclusion of other shares of the Company's capital stock, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock to prevent dilution resulting from stock splits, determined as if or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the Preferred Shares, together with 24 months "Initial Required Effective Date") which is no later than the earlier of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of DesignationsY) on five (5) days after oral or written notice by the SEC Filing Date plus that it may be declared effective or (yZ) the number of Warrant Shares one hundred and twenty (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a120) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementClosing Date.

Mandatory Registration. (1) The Company shall preparefile with the United States Securities and Exchange Commission ("SEC"), and on or prior to the date which is 30 on or before thirty-five (35) calendar days after the Closing Date, file with Date (the SEC "FILING DEADLINE") a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities, subject to the consent of filing with the SEC, covers Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale by of at least 3,699,042 shares of Common Stock, which Registration Statement, to the Initial Investor of a extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares may become issuable upon exercise of the unexercised Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Registrable Securities included in the Initial Registration Statement shall be registered on behalf of the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and their counsel at least five (5) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Warrants, then promptly, but Warrant Shares or any other Registrable Securities cannot be included in no event later than 20 days after the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such insufficiency shall occurshares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC SEC, as soon as practicable, but in any event prior to the fifth (5th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an additional amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement on Form S-3 effecting a registration of the Uncovered Shares or (b) a registration statement which shall not constitute a post-effective amendment to registers the Registration Statement filed pursuant to Uncovered Shares (the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a"UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for the account of any selling securityholder other than the Initial Investors and their counsel for review and comment at least three (3) Business Days prior to its filing or other submission. The Company shall use its best efforts to cause each of the investors contemplated by Initial Registration Statement and the registration rights agreement entered into by Uncovered Shares Amendment or the Company in connection with Uncovered Shares Registration Statement to become effective as soon as practicable after the Other Subscription Agreementfiling thereof.

Mandatory Registration. (1) The Company shall prepareshall, and on or prior to the date which is 30 as soon as practicable after each Closing Date but in no event more than 45 days after the following such Closing Date, file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of the Investors (as determined pursuant to Section 10(a) hereof), which consent will not be unreasonably withheld conditioned or delayed) covering the resale of the Registrable Securities issued or issuable to such Investors pursuant to securities of the Company issued on each such Closing Date. The Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and/or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Company shall use its best efforts to cause such registration to become and remain effective (including the taking of such steps as are necessary to obtain the removal of any stop orders); provided, that the Investors shall furnish the Company, within five (5) business days of the Company's written request, with such appropriate information in connection therewith (whether requested prior to or after the filing of the Registration Statement with the SEC) as the Company shall reasonably request in writing. The Registration Statement (and each amendment or supplement thereto, covers and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the resale by approval of) the Initial Investor of a Investors and their counsel prior to its filing or other submission. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than one hundred fifty percent (150%) of the sum of (x) a number of shares of Common Stock equal issued to 175% the Investors on such Closing Date or issuable pursuant to the securities of the number of shares of Common Stock issuable upon conversion of Company issued to the Preferred Shares, determined as if Investors on such Closing Date (assuming the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined set forth in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a5(b)(ii)(A) of the Certificate of Designations and Section 1.1(b) of the WarrantsDesignation). If The Company further undertakes to take all steps necessary to ensure that a Registration Statement is, or Registration Statements are, effective at any time the number of shares of Common Stock included in all times during the Registration Statement required to be filed Period (as provided in the first sentence of this Section 2(adefined below) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors all Registrable Securities and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementresale thereof.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to September 28, 1999 file (the date which is 30 days after the Closing Date, file "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 whichS-1 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with each Buyer and the SECprovisions of Section 2(e), covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable Securities and Series C Convertible Preferred Stock issued in July 1998, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock to prevent dilution resulting from stock splits, determined stock dividends or similar transactions. Such Registration Statement shall initially register for resale at least _____________________ shares of Common Stock, subject to adjustment as if the Preferred Sharesprovided in Section 3(b), together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of such registered shares of Common Stock included in shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement required declared effective by the SEC within one hundred and twenty (120) days after the issuance of the Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement has not been filed by the Filing Deadline and/or the Registration Statement has not been declared effective by the Registration Deadline, then the Company will be filed as provided liable for liquidated damages enforceable by the Investor. The liquidated damages will be in the first sentence amount of this Section 2(a) shall be insufficient to cover 1252% of the number of shares of Common Stock issuable on conversion in full purchase price of the unconverted Preferred Shares plus outstanding Registrable Securities for the number of Warrant Shares issuable upon exercise of first full thirty (30) days beyond such deadlines that the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall has not constitute a post-been filed and/or declared effective amendment to and 2% for every full 30 day period thereafter until the Registration Statement has been filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall and/or declared effective. The liquidated damages will be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed payable in cash by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed upon demand by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementInvestor.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, as soon as possible after the Closing Date, but no later than thirty (30) days following the Closing Date, a Registration Statement on Form S-3, or other available form, registering for resale by the Investor all of the Registrable Securities, but in no event less than two hundred percent (200%) of the aggregate number of shares into which the Tranche II of the Debenture would be convertible at the time of filing of the Registration Statement (assuming for such purposes that the entire principal and interest balance of Tranche II of the Debenture had been eligible to be converted, and on had been converted, into Conversion Shares in accordance with their terms, whether or prior not such eligibility or conversion had in fact occurred as of such date). The Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of Tranche II of the Debenture to prevent dilution resulting from stock splits, or stock dividends. The Company will use its best efforts to cause the date which is 30 Registration Statement to be declared effective no later than ninety (90) days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% into which Tranche II of the Debenture may be converted equals more than seventy five percent (75%) of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) further amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register 200% of the aggregate of all shares of Common Stock into which Tranche II of the Debenture may then or in the future be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 S-3, or other available forum as may be appropriate, to register (A) 200% of the aggregate shares of Common Stock into which shall not constitute a post-effective amendment to Tranche II of the Registration Statement filed pursuant to Debenture may then or in the first sentence of this Section 2(a))future be converted, covering such less (B) the aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes already registered which have not been issued upon conversions of this Agreement such additional Registration Statement shall be deemed to be Tranche II of the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a)Debenture. The Registration Statement shall not include securities to be sold for the account of any selling securityholder shares other than the Investors Registrable Securities, and the investors contemplated by the registration rights agreement entered into by certain other shares that the Company is obligated to Register as set forth in connection with Schedule 5(b), without the Other Subscription consent of the Investor. Nothing contained in this Agreement shall modify or amend any of the terms of the November Registration Agreement as it applies to (i) the Conversion Shares issuable upon the conversion of Tranche I (and interest thereon) and (ii) shares issuable upon the exercise of the Warrants (as defined in the November Registration Agreement).

Mandatory Registration. (1) The Company shall prepareprepare promptly and, and on or prior to the date which is 30 20 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by the Initial Investor Buyer of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Conversion Shares issuable to the Buyer upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) which is applicable on the day the Registration Statement is filed with the SEC Filing Date plus (y) the number of Warrant Shares (in each case and determined without regard to the limitations limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) Designations), which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Warrants)Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. If If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of additional shares of Common Stock as shall be issuable upon conversion of the Preferred Shares based on changes from time to time in the Conversion Price such that at any time the number of additional shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a8(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsShares, then promptly, but in no event later than 20 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a8(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion; provided, however, that nothing in this Section 8(a) shall limit the rights of the holders of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 11 of the Certificate of Designations. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement8(a), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a8(a). The Company shall be entitled to include all Persons who are Investors at the time a Registration Statement shall not include securities is filed with the SEC and whose Registrable Securities are to be sold for the account of any included in such Registration Statement as selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company stockholders in connection with the Other Subscription Agreementa single Registration Statement.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 45 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175205% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate Certificates of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate Certificates of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125120% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than (i) the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement, (ii) Foothill Capital Corporation with respect to 325,000 shares of Common Stock issuable upon exercise of outstanding warrants and (iii) Reedland Capital Partners with respect to 100,000 shares of Common Stock issuable upon exercise of Warrants issuable in connection with the transactions contemplated by the Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and on or prior to and, within sixty (60) days following the date which is 30 days after final closing of this offering (the Closing “Filing Date”), will file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement registration statement on Form S-3 (which or, if Form S-3 is not then available, on such form of registration statement as is then available to effect a registration of the Registrable Securities) covering the resale of the Registrable Securities. The Company shall not constitute a post-effective amendment use its best efforts to obtain effectiveness of the Registration Statement filed pursuant to registration statement as soon as practicable. If the first sentence of this Section 2(a)), registration statement covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement Registrable Securities required to be filed by the Company pursuant to this Section 2(a5.2 hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred twenty (120) days from the Filing Date, then the Company will make payments to the Subscribers in such amounts and at such times as shall be determined pursuant to this Section 5.2 as partial relief for the damages to the Subscribers by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Registration Statement Company shall not include securities pay to be sold for each holder of the account Preferred Stock or Registrable Securities an amount equal to the then outstanding Stated Value of any selling securityholder other than the Investors and Preferred Stock, as defined in the investors contemplated Certificate of Designation (“Outstanding Stated Value”), multiplied by the Applicable Percentage (as defined below) times the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred twenty (120) day period and prior to the date the registration rights agreement entered into statement is declared effective by the Company SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Subscribers in connection the registration statement with respect to information relating to the Other Subscription Agreement.Subscribers, including, without limitation, changes to the plan of distribution. The term “

Mandatory Registration. (1i) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as possible after the date which is 30 Closing Date but no later than sixty (60) days after the Closing Date (the "Required Filing Date"), file with the SEC either a Registration Statement on Form S-3 whichor SB-2 or an amendment to an existing Registration Statement, on the date of filing with the SEC, covers the in either event registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal for the Initial Investors to sell the sum of Registrable Securities (x) a or such lesser number as may be required by the SEC, but in no event less than the number of shares (A) into which the Preferred Stock and all dividends thereon through the second anniversary of the Closing Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that the Conversion Rate were one dollar and that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, accrual of dividends, eligibility or conversion had in fact occurred as of such date) and (B) which would be issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such purposes that the Warrants had been eligible to be exercised for the maximum number of shares contemplated thereby and had been exercised in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). The Registration Statement (W) shall include only the Registrable Securities; and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the Warrants, then promptly, but in "Initial Required Effective Date") which no event later than 20 is the earlier of (Y) five (5) days after such insufficiency shall occur, the Company shall file with notice by the SEC an additional Registration Statement on Form S-3 that it may be declared effective or (which shall not constitute a post-effective amendment to Z) one hundred fifty (150) days after the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementClosing Date.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to before May 27, 1999 (the date which is 30 "FIRST FILING DATE"), and within 45 days after the Second Closing DateDate (as defined in the Securities Purchase Agreement) (the "SECOND CLOSING DATE") (each, a "CLOSING DATE") file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities issued at such Closing, subject to the consent of filing with the SEC, covers Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a that number of shares of Common Stock equal to 175% of the Registrable Securities issued or issuable upon conversion (without giving effect to any limitations on conversion contained in Article IV.C of the Statement of Designation) of the Preferred Stock and exercise of the Warrants (without giving effect to any limitations on exercise contained in Section 7 of the Warrants), calculated as of a mutually agreeable date within the five (5) trading days prior to the filing date for any Registration Statement. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or (ii) by reason of reductions in the Conversion Price of the Preferred SharesStock or the Exercise Price of the Warrants in accordance with the terms thereof (including, together with 24 months but not limited to, in the case of accrued and unpaid dividends thereonthe Preferred Stock, were converted in full at the Fixed terms which cause the Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to decrease to the limitations on beneficial ownership contained extent the Closing Sale Price of the Common Stock decreases). The parties acknowledge that as of the date hereof the SEC's position is that Rule 416 doe not permit the registration of the securities described in the proviso to the second sentence of Section 10(aclause (ii) of the Certificate of Designations preceding sentence, and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in that the Registration Statement required will not state that it covers such securities unless the SEC changes its postion prior to the filing of the Registration Statement. The Registrable Securities included in each Registration Statement filed hereunder shall be allocated to the Investors as set forth in Section 11(k) hereof. Each Registration Statement filed as provided in the first sentence hereunder (and each amendment or supplement thereto, and each request for acceleration of this Section 2(aeffectiveness thereof) shall be insufficient provided to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment and subject to the Registration Statement filed pursuant to approval of) the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Initial Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1) The Company shall use its best efforts to prepare, and and, on or prior to before April 1, 1999 (such date of filing, the date which is 30 days after the Closing "Initial Filing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration), covering the date resale of filing the amount of Registrable Securities identified below, which Registration Statement(s), to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), shall state that such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon conversion of the Shares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions, (ii) by reason of changes in the exercise price of the Warrants in accordance with the SECterms thereof, covers and (iii) by reason of the resale exercise by Buyer of its right of first refusal as set forth in Section 5 of the Initial Investor of a Stock Purchase Agreement. The number of shares of Common Stock at least equal to the sum of (xinitially included in such Registration Statement(s) a number of shall be no less than 3,000,000 shares of Common Stock equal that are issuable upon the Initial Filing Date and the exercise of Warrants in accordance with their terms. The Company shall use its best efforts to 175% have such Registration Statement(s) declared effective by the SEC within ninety (90) days after the filing of the number of shares of Common Stock issuable upon conversion of Registration Statement. The Company further undertakes to take all steps necessary to ensure that a Registration Statement is or Registration Statements are effective during the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price Registration Period (as defined in below) with respect to all Registrable Securities and the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If resale thereof at any time the number of shares of Common Stock included in all times during the Registration Statement required Period. Any Registration Statement(s) referred to be filed as provided in the first sentence of this Section 2(a) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be insufficient provided to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment and approved by Buyer and its legal counsel prior to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering Company's filing or other submission (such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed approval not to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(aunreasonably withheld). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to before the forty-fifth (45th) day following the date which is 30 days after of the Closing under the Securities Purchase Agreement (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities required to be included in such Registration Statement, subject to the consent of filing with the SEC, covers Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of 3,000,000 Registrable Securities (x) a number of shares of Common Stock equal to 175200% of the maximum number of shares of Common Stock issuable upon conversion the full exercise of or otherwise with respect to the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full Prepaid Warrants issued at the Fixed Conversion Price Closing (as defined in based upon the Certificate of Designations) on the SEC Filing Date lowest Exercise Percentage thereunder), plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125100% of the maximum number of shares of Common Stock issuable on conversion in upon the full exercise of the unconverted Preferred Shares plus Incentive Warrants and Placement Agent Warrants issued at the Closing). The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of Warrant Shares additional shares of Common Stock as may become issuable upon exercise of the unexercised portion Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of reductions in the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Prepaid Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with terms which cause the SEC an additional Registration Statement on Form S-3 (applicable Exercise Percentages to decrease and the terms which shall not constitute a post-effective amendment cause the Variable Exercise Price to decrease to the extent the Closing Bid Price of the Common Stock decreases). The Registrable Securities included in any Registration Statement filed pursuant hereunder shall be allocated to the first sentence of this Investors as set forth in Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a11(k) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a)hereof. The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for (and subject to the account of any selling securityholder other than approval of) the Initial Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of Investors a sufficient number of shares of Common Stock at least equal to for the sum of Investors (x) a or such lesser number as may be required by the SEC in writing, but in no event less than the number of shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal as may become issuable upon conversion of the Preferred Stock and the exercise of the Warrants resulting from adjustment in the Conversion Price, or to 175% prevent dilution resulting from stock splits, or stock dividends), and the Company shall use its best efforts to cause the Registration Statement shall be declared effective no later than 120 days after the closing of the issuance of the first tranche of Series H Preferred Stock (the "Closing Date"). If at any time after the Registration Statement has been declared effective the number of shares of Common Stock issuable upon conversion of into which the Preferred Shares, determined as if Stock may be converted exceeds the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the aggregate number of shares of Common Stock included in Stock, the Company shall within one (1) business day after knowledge of such occurrence give written notice to the Buyers and to Goldxxxxx Xxx Group, counsel to the Investors, of such occurrence, and, within ten (10) business days after knowledge of such occurrence, either (i) amend the Registration Statement required filed by the Company pursuant to be filed as provided in the first sentence of this Section 2(a) shall be insufficient preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to cover 125% of the number of register all shares of Common Stock issuable on conversion in full of into which the unconverted Preferred Shares plus Stock may be converted, or (ii) if such Registration Statement has been declared effective by the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsSEC at that time, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementalready registered.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to the date which is 30 days as soon as possible after the Closing Date but no later than twenty-one (21) days following the Initial Closing Date, file with the SEC either a Registration Statement on Form S-3 whichor an amendment to an existing Registration Statement, on the date of filing with the SEC, covers the in either event registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal for the Initial Investors to sell the sum Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than two hundred percent (200%) of (x) a the aggregate number of shares into which the Initial Preferred Stock and the Additional Preferred Stock would be convertible at the time of filing of such Registration Statement (assuming for such purposes that the maximum Additional Preferred Stock had been issued at such date and that all Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, 3 eligibility or conversion had in fact occurred as of such date). The Registration Statement (i) shall include only the Registrable Securities and 150,000 shares of Common Stock equal to 175% held by the Stockholder (as defined in and as contemplated by the last paragraph of EXHIBIT 1 annexed hereto) and (ii) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock resulting from adjustment in the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier of (as defined in the Certificate of Designationsx) on five (5) days after notice by the SEC Filing Date plus that it may be declared effective or (y) sixty (60) days after the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)Initial Closing Date. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days, either (i) amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (or other appropriate form to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may currently or in the first sentence of this Section 2(a)), covering such future be converted that exceed the aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementalready registered.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to the date which is 30 no later than sixty (60) calendar days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of covering a sufficient number of shares of Common Stock at least equal to for the sum Initial Investors into which the $2,000,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within sixty (x60) a calendar days after the Closing Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after 60 days following the Closing Date that the Registration Statement is not filed. The Investor is also granted additional Piggy-back registration rights on any other Registration Statement filings made by the Company. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrantsor stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (S-1 to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as already registered. The above damages shall continue until the obligation is fulfilled and shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement required to be filed by is filed. Failure of the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors make payment within said 5 business days shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementconsidered a default.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 and, within sixty (60) calendar days after the Closing date on which ComVest provides written notice to the Company of its desire to have the Company register the Registerable Securities (the “Filing Date”), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registerable Securities, subject to the consent of filing with the SECComVest, covers which consent will not be unreasonably withheld) covering the resale by of the Initial Investor Registerable Securities, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of a additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Preferred Stock and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock at least initially included in such Registration Statement shall be no less than an amount equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock that are then issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price Stock (as defined in the Certificate of Designations) based on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations Conversion Price), and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock that are then issuable upon exercise of the Warrants, without regard to any limitation on ComVest’s ability to convert the Preferred Stock or exercise the Warrants but in each case that relates to Registerable Securities. The Company acknowledges that the number of shares initially included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% represents a good faith estimate of the maximum number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable Stock and upon exercise of the unexercised portion of the Warrants, then promptly, Warrants but in no event later than 20 days after each case that relates to Registerable Securities. ComVest acknowledges and agrees that such insufficiency shall occur, the Company shall file with the SEC an additional initial Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect on or prior to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement Filing Date shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by shares in accordance with the registration rights agreement set forth in subsection (ii) and (iii) of the definition of Existing Registration Rights Agreements, subject to the Lock-Up Agreements being entered into by the Company in connection with the Other Subscription Agreementsuch parties.”

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with ---------------------- the SEC SEC, no later than Xxxxx 00, 0000 (xx Deloitte & Touche provides its consent for the incorporation by reference of its report covering the Company's March 31, 1997 Financial Statements), or May 31, 1998 (if Deloitte & Touche does not provide the foregoing consent), either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to for the sum of Investor (x) a or such lesser number as may be required by the SEC, but in no event less than the number of Conversion Shares into which the Preferred Stock would be convertible and the number of Warrant Shares into which the Warrants would be exercisable at the time of filing of the Form S-3), or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and Rule 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and exercise of the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Warrants resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard conversion price, or to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)prevent dilution resulting from stock splits, or stock dividends. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted or the first sentence of this Section 2(a) shall be insufficient to cover 125% of Warrants are exercisable, exceeds the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within 15 business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may be converted or the Warrants are exercisable, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may be converted, or the first sentence of this Section 2(a))Warrants are exercisable, covering such that exceed the aggregate number of shares of Common Stock as shall already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed registered by the Company pursuant to Section 2(a) for resale by the Investor because, in the view of this Agreementthe staff, and such registration would constitute a primary offering by the Company, than the Company and the Investors shall have the same rights and obligations with respect an additional 30 days in which to amend such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementanother available form.

Mandatory Registration. (1i) The Company shall prepare, and on or prior to the date which is Within 30 days after following the Closing DateEffective Time, Parent shall prepare and file with the SEC a registration statement and such other documents, including a prospectus, as may be necessary in order to comply with the provisions of the Securities Act so as to permit (a) the issuance of Parent Shares upon the exercise of Target Options by the non-employee holders of Target Options listed on Exhibit N to this Agreement, where such issuance is not already covered by the registration statement on Form S-8 that Parent is required to file and maintain the effectiveness of pursuant to Section2(g); provided, however, that in the event that a Target Option which is not covered by the Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal S-8 is exercised (each an "Exercised Target Option") prior to the sum of (x) a number of shares of Common Stock equal to 175% effectiveness of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement registration statement required to be filed as provided in the first sentence of pursuant to this Section 2(a) 5(s)(i), then Parent shall be insufficient obligated to cover 125% register the resale, as opposed to the issuance, of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Parent Shares issuable upon exercise of such Exercised Target Option, and (b) the unexercised portion resale of the WarrantsParent Shares issued to the Target Stockholders pursuant to this Agreement by the holders thereof ("Holders") for a consecutive period of two years, then promptlyand Parent shall use its best efforts to have such registration statement declared effective by the SEC as soon as practicable after filing, provided that, for not more than 30 consecutive trading days (or not more than 60 consecutive trading days if the event giving rise thereto is an acquisition required to be reported in a Current Report on Form 8-K) or for a total of not more than 90 trading days in any 12 month period, Parent may delay the disclosure of material non-public information concerning Parent (as well as prospectus or registration statement updating) the disclosure of which at the time is not, in the good faith opinion of Parent, in the best interests of Parent (an "Allowed Delay"); provided, further, that Parent shall promptly (i) notify the Holders in writing of the existence of (but in no event later than 20 days after event, without the prior written consent of the Holders, shall Parent disclose to Holders any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise the Holders, in writing to cease all sales under such insufficiency shall occur, registration statement until the Company shall file with end of the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementAllowed Delay.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is and, as soon as practicable but in no event later than 30 days after the Closing Datedate of issuance of the Preferred Shares, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with the SECInvestors holding a majority of the Registrable Securities and the provisions of Section 2(c), covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act ("RULE 416"), such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares and exercise of the Warrants (i) to prevent dilution resulting from stock splits, determined as stock dividends or similar transactions, and (ii) if permitted by law, by reason of changes in the Conversion Price or Conversion Rate of the Preferred Shares, together Shares in accordance with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) terms of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included or changes in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion Warrants in accordance with the terms of the Warrants. Such Registration Statement shall initially register for resale a number of shares of Common Stock equal to at least 200% of the number of Conversion Shares issued and issuable and 150% of the number of Warrant Shares issued and issuable as of the business day immediately preceding the date the Company files the Registration Statement (without regard to any limitations on conversions or exercises), then promptlysubject to adjustment as provided in Section 3(b). Such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement(s) declared effective by the SEC as soon as practicable, but in no event later than 20 90 days after such insufficiency shall occur, the Company shall file with issuance of the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementrelevant Preferred Shares.

Mandatory Registration. (1i) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers as soon as possible after the Closing Date but no later than May 20, 2002 (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least for the Initial Investor to sell the Registrable Securities, but in no event less than the number of shares equal to two hundred percent (200%) of the sum of (x) a number of Initial Shares into which the Preferred Stock and all accrued dividends thereon for three (3) years from the issue date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all Preferred Stock had been issued, had been eligible to be converted, and had been converted, into Initial Shares and that all dividends thereon had accrued for 3 years, in each case in accordance with the terms of the Securities Purchase Agreement and of the Certificate of Designation of the Preferred Stock, whether or not such issuance, eligibility, accrual of dividends or conversion had in fact occurred as of such date). The Registration Statement (W) shall include only the Registrable Securities and the Securities listed on Schedule 5 and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock, determined as if the Preferred Shares, together with 24 months issuance of shares in payment of accrued and unpaid dividends thereonDividends, were converted in full at or the Fixed Conversion Price issuance of the Repricing Shares to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (as defined in the Certificate "Initial Required Effective Date") which is no later than the earlier of Designations(Y) on five (5) days after oral or written notice by the SEC Filing Date plus that it may be declared effective or (yZ) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsAugust 20, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement2002.

Mandatory Registration. (1i) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as practicable after the date which is 30 Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of into which the Preferred Shares, determined as if Debentures and all interest thereon through the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full Maturity Date would be convertible at the Fixed time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date), based on the Conversion Price (as defined then in the Certificate of Designations) on the SEC Filing Date plus effect, (y) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible to be exercised and had been exercised for the issuance of Warrant Shares in each case determined without regard accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the limitations on beneficial ownership contained in Effective Date, the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time Conversion Price or the number of shares of Common Stock included in covered by the Registration Statement required Warrants or both is or are to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occuradjusted, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the Holder, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the first sentence Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares listed on Part I of this Section 2(a))Schedule 10 annexed hereto and (X) shall also state that, covering in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as shall be sufficient to permit may become issuable upon conversion of the Purchased Shares, exercise of the Warrants or issuances of Other Issuable Securities covered by such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreementprevent dilution resulting from stock splits, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementstock dividends or similar transactions.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred SharesShares and the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at and the Fixed Conversion Price Warrants were exercised in full (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case and determined without regard to the limitations on beneficial ownership contained restriction in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(bDesignations) on the date of filing of the Warrants)Registration Statement with the SEC and as if the Preferred Shares were convertible and the Warrants were exercisable on such date, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon and exercise in full of the unexercised portion Warrants and Warrants which may be issued upon conversion of the Warrantsunconverted Preferred Shares, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities required to be sold for filed pursuant to this Section 2(a) may also cover the account of any selling securityholder other than the Investors and the investors contemplated resale (i) by the registration rights agreement entered into by person referred to in Section 3(m) of the Company Subscription Agreement and its transferees of Common Stock issuable upon the exercise of certain warrants issued to such person in connection with the Other transactions contemplated by the Subscription Agreement and (ii) of any of the shares of Common Stock covered by items 1 through 13 of Schedule 3(b) to the Subscription Agreement.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or ---------------------- prior to the a date which is 30 no more than ninety (90) days after from the Closing Datedate that the Company has sold a total of $950,000 in principal amount of Debentures (the "Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with each Buyer and the SECprovisions of Section 2.e., covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesDebentures (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions and (ii) by reason of changes in the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) or Conversion Rate of the Certificate of Designations and Section 1.1(b) of Debentures in accordance with the Warrants)terms thereof. If Such Registration Statement shall initially register for resale at any time the number of least 1,615,003 shares of Common Stock included in for the Registration Statement required Investors and others, subject to be filed adjustment as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of 3.b., and 1,520,003 such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable on conversion in full as of each date that a Registration Statement, as amended, relating to the resale of the unconverted Preferred Shares plus Registrable Securities is declared effective by the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the SEC. The Company shall file with the SEC has also agreed to include an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of 637,505 shares of Common Stock as for the benefit of other investors in connection with the sale of $375,000 of convertible debentures through Alexander, Wescott & Co., Inc. The Company shall be sufficient use its best efforts to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be have the Registration Statement required declared effective by the SEC within ninety (90) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit the registration statement to be become effective within ten (10) business days after receipt of a "no review" notice from the SEC. In the event that the Registration Statement is not filed by the Company pursuant to Section 2(a) of this Agreementwith the SEC by the Filing Deadline, and then the Company and shall be required to deliver to the Investors shall have within 10 calendar days of the same rights and obligations with respect to such additional end of each month in which the Company has not so filed a cash penalty of 2% of the principal amount of Debentures per month (pro-rated for partial months). If the Registration Statement as they is not declared effective by the SEC by the Registration Deadline, then the Company shall have with respect be required to deliver to the initial Investors within 10 calendar days of the end of each month in which such Registration Statement required to be filed by has not been declared effective a cash penalty of 2% of the Company pursuant to this Section 2(aprincipal amount of the Debentures per month (pro-rated for partial months). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC SEC, no later than thirty (30) days following the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to for the sum of Initial Investors (x) a or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Debentures and the Preferred Shares, together with 24 months exercise of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Warrants resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Conversion Price, or to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrantsprevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debentures may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed registered by the Company pursuant to Section 2(a) for resale by the Investor because, in the view of this Agreementthe staff, and such registration would constitute a primary offering by the Company, then the Company and the Investors shall have the same rights and obligations with respect an additional one hundred twenty (120) days in which to amend such additional Registration Statement as they shall have with respect registration statement to the initial Registration Statement required to be filed another available form. Payments by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementCompany.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to as soon as practicable, but not later than the thirtieth (30th) day after the date which is 30 days after of the Closing Datefiling of the Company's fiscal year 2001 financial results (the "FILING DATE") or July 31, 2001, whichever comes first, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities required to be included in such Registration Statement on or before the sixtieth (60th) day following the filing of the Company's fiscal year 2001 financial results, but in no case later than August 31, 2001) covering the resale of the Registrable Securities issued or issuable pursuant to conversion of the Convertible Debenture and exercise of the Warrant, assuming conversion of one million five hundred thousand dollars ($1,500,000) in principal and all of the accrued interest on the Convertible Debenture as of the Filing Date. The number of Registrable Securities that the Company shall not constitute include in this first Registration Statement shall cover the number of Shares that would be issuable to Holder if interest were to accrue on the entire principal balance of the Convertible Debenture from the initial Filing Date until June 1, 2006. On or before the date that is one year after the initial Filing Date, the Company shall prepare and file a post-effective amendment second Registration Statement covering the resale of the Registrable Securities issued or issuable upon conversion of the Convertible Debenture and exercise of the Warrant, assuming conversion of one million five hundred thousand dollars ($1,500,000) in principal and all of the interest that would accrue on the Convertible Debenture from the Filing Date of the first Registration Statement until June 1, 2006, assuming that the entire principal amount remained outstanding for that period. The Registration Statements filed hereunder, to the Registration Statement filed pursuant to extent allowable under the first sentence of this Section 2(a)Securities Act and the Rules promulgated thereunder (including Rule 416), covering shall state that such Registration Statements also cover such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Convertible Debenture and the exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar recapitalizations. The Registrable Securities included in any Registration Statement filed hereunder shall be sufficient allocated to permit such conversion the Holders as set forth in Section 8.12 hereof. The Registration Statements filed hereunder (and exercise. For all purposes each amendment or supplement thereto, and each request for acceleration of this Agreement such additional Registration Statement effectiveness thereof) shall be deemed provided to be (and subject to review by) the Holder and Holder's counsel prior to its filing or other submission, provided that no such review shall affect the Holder's rights under Section 8.6 hereof. Such Registration Statement required to be filed Statements may not include other shares of stock as registered by the Company pursuant to Section 2(a) or by any other stockholder of this Agreementthe Company, and provided however, that the Company and the Investors shall have the same rights and obligations with respect to such additional may include shares held by Zanett Securities Corporation, provided further that if a Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with an underwritten public offering is subject to an underwriter's cut-back, such cut-back should be distributed pro rata between the Other Subscription AgreementHolders and Zanett Securities Corporation.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing DateJanuary 29, 1999, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at on the Fixed SEC Filing Date assuming a Conversion Price Percentage (as defined in the Certificate of Designations) of 92% (and determined without regard to the limitations on conversion contained in the SEC Filing Date plus Subscription Agreement and the Certificate of Designations) PLUS (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in Section 4(m) of the Subscription Agreement, the proviso to the second sentence of Section 10(a) of the Certificate of Designations Designations, and Section 1.1(b) of the Warrants)) and the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register to permit the issuance of Dividend Shares and the resale of the shares of Common Stock issuable upon conversion thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and Dividend Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder security holder other than (i) the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement, (ii) 60,000 shares of Common Stock to be issued in connection with a certain software license agreement and (iii) 100,000 shares of Common Stock issuable upon the exercise of warrants to be issued to certain placement agents, investment banking firms and/or financial consultants in connection with the transactions contemplated by the Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and on or prior to and, as soon as practicable but in no event later than the date which is 30 days after the Closing DateFiling Deadline (as defined below), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with the SECInvestors holding a majority of the Registrable Securities and the provisions of Section 2(c), covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Preferred SharesShares in accordance with the terms thereof. Such Registration Statement shall initially register for resale 1,000,000 shares of Common Stock, together with 24 months of accrued and unpaid dividends thereon, were converted subject to adjustment as provided in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants3(b). If at any time the number of Such registered shares of Common Stock included in shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement required to be filed Statement(s) declared effective by the SEC as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptlysoon as practicable, but in no event later than 20 the Effectiveness Deadline (as defined below). Except for a Registration Statement filed by the Company in accordance with this Section 2a, and the Company's Post-Effective Registration Statement filed in accordance with the Company's initial public offering, during the period of time beginning on the date hereof through the date which is ninety (90) days after such insufficiency shall occura Registration Statement filed by the Company in accordance with this Section 2a has been filed and is continuously effective, the Company shall not file with the SEC an additional any other Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementStatements.

Mandatory Registration. (1i) The Company shall prepare, promptly prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers as soon as possible after the Initial Closing Date but no later than sixty (60) days after the Initial Closing Date (the "Required Filing Date"), either a Registration Statement or an amendment to an existing Registration Statement, in either event registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal for the Investors to sell the sum Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than two hundred percent (200%) of (x) a the aggregate number of shares (A) into which the relevant Debentures and all interest thereon through their respective Maturity Dates would be convertible at the Fixed Conversion Rate (as defined in the Debenture) as in effect of the date hereof at the time of filing of such Registration Statement (assuming for such purposes that all such Additional Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such accrual of interest, eligibility or conversion had in fact occurred as of such date) and (B) which would be issued upon exercise of all of the relevant Warrants at the time of filing of the Registration Statement (assuming for such purposes that such Warrants had been eligible to be exercised and had been exercised in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date). The Registration Statement (W) shall include only the Registrable Securities and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Additional Debentures and the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in Warrants to prevent dilution resulting from stock splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (a "Required Effective Date") no event later than 20 is the earlier of (Y) five (5) days after such insufficiency shall occur, the Company shall file with notice by the SEC an additional Registration Statement on Form S-3 that it may be declared effective or (which shall not constitute a post-effective amendment to Z) ninety (90) days after the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementInitial Closing Date.

Mandatory Registration. (1a) The Company shall prepareprepare promptly and, and on or prior to the date which that is 30 ninety (90) days after the Closing Date, file with the SEC a Commission the Registration Statement on Form S-3 which, on the date of filing with the SEC, covers (i) for the resale by the Initial Investor Buyer of a number of shares of Common Stock at least Registrable Securities equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion Firm Shares issued and sold by the Company to the Buyer pursuant to this Agreement and (ii) for resale by the Buyer or the Additional Shares Buyer, as the case may be, a number of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) Registrable Securities equal to the number of Warrant Additional Shares issued and sold by the Company pursuant to this Agreement; provided, that if the purchase and sale of the Additional Shares has not been consummated by the date which is twenty (in each case determined without regard 20) days after the Closing Date, then on or prior to the limitations on beneficial ownership contained in date that is ninety (90) days after the proviso Additional Closing Date, the Company shall file with the Commission either a Registration Statement for the resale by the Additional Shares Buyer of a number of Registrable Securities equal to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in Additional Shares issued and sold by the Company pursuant to this Agreement or an amendment to the Registration Statement required theretofore filed that would register the Additional Shares in addition to the Firm Shares. If for any reason the Commission does not permit all of the Registrable Securities to be filed as provided included in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrantssuch Registration Statement, then promptlythe Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as possible, but in no event later than 20 the date which is thirty (30) days after such insufficiency the date on which the Commission shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to indicate as being the first sentence of this Section 2(a)), covering date such number of shares of Common Stock as shall filing may be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementmade.

Mandatory Registration. (1) The Company shall prepare, has prepared and on or prior to the date which is 30 days after the Closing Date, file filed with the SEC a Registration Statement on Form S-3 which, on (the date of filing with the SEC, covers "FIRST REGISTRATION STATEMENT") covering the resale by the Initial Investor of a number in excess of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of 5,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Shares, determined as if Stock and the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion Initial Warrant which was declared effective by the SEC on December 4, 1998. The Company shall prepare, and, on or prior to twenty (20) days after the date of the Warrantsclosing of the sale of Series B Preferred Stock (the "Filing Date"), then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional a Registration Statement (the "SECOND REGISTRATION STATEMENT") on Form S-3 (which shall or, if Form S-3 is not constitute then available, on such form of Registration Statement as is then available to effect a post-effective amendment registration of all of the Series B Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of 4,000,000 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities included in the Registration Statements referenced above shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be allocated among the Registration Statement required to be filed by the Company pursuant to Purchasers as set forth in Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a)11.11 hereof. The Registration Statement Statements (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of (which approval shall not include securities be unreasonably withheld or denied)) the Initial Purchasers and their counsel prior to be sold for the account of any selling securityholder its filing or other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementsubmission.

Mandatory Registration. (1) The Company shall prepare, and utilize best efforts to (i) amend the Company's existing Registration Statement on Form S-1 (Registration Statement No. 333-70523) or prior (ii) to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 whichS-3, on to cover resale of Shares issued to the date Purchaser upon conversion of filing with the SECDebentures and upon exercise of the Warrants; provided, covers however, that in the event that the resale of the Shares is covered by the Initial Investor of a Registration on Form S-3 rather than on an amended Registration Statement No. 333-70523, such Registration on Form S-3 shall be declared effective prior to Registration Statement No. 333-70523. The number of shares of Common Stock Shares to be included in the Registration Statement shall be equal to at least equal to two (2) times the sum of of: (xi) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock that are issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) Debentures on the SEC Filing Date plus (y) the number date of Warrant Shares (in each case determined filing, without regard to any limitation on any holder's ability to convert the limitations on beneficial ownership contained in Debentures, and (ii) the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion Warrants on the date of filing, without any regard to any limitation on any holder's ability to exercise the Warrants. If the Company shall not succeed in obtaining such approval from the Commission, within thirty (30) days of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurClosing Date (the "Required Filing Date"), the Company shall file with the SEC an additional Commission a Registration Statement on Form S-3 the Shares, as set forth in the preceding sentence. Such Registration Statement or amended Registration Statement, as the case may be, shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of such Debentures or exercise of such Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the extent that is consistent with the interpretations of the Commission of such rule at such time, resulting from any adjustment in the applicable Conversion Price of such Debentures or the Exercise Price of such Warrants. If at any time one and one-half (1 1/2) times the sum of (i) the number of Shares into which such Debentures may be converted, and (ii) the maximum number of shares issuable upon exercise of the Warrants, exceeds the total number of Shares so registered, the Company shall (A) if such Registration Statement has not constitute a post-been declared effective amendment to by the Commission at that time, amend the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) the preceding portions of this Agreementparagraph, to register such number of Shares as shall equal two (2) times the sum of (I) the number of Shares into which such Debentures may be converted and (II) the Company and maximum number of shares issuable upon exercise of the Investors shall have Warrants, or (B) if such Registration Statement has been declared effective by the same rights and obligations Commission at that time, file with respect to such the Commission an additional Registration Statement on S-3 to register all of such Shares that have not already been so registered; provided, however, that the determination as they shall have with respect to the initial Registration Statement required to be filed by whether the Company pursuant is obligated to this Section 2(a). The Registration Statement register additional Shares resulting solely from a diminution in the conversion price of the Debentures shall not include securities to be sold for determined by using the account average of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.closing

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 45 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a the number of shares Common Shares plus (y) the number of Common Stock Warrant Shares issuable upon the exercise in full of the Class A Warrants plus (z) the number of Warrant Shares equal to 175% of the number of shares of Common Stock issuable upon conversion the exercise of the Preferred SharesClass B Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price First Adjustment Date (as defined in the Certificate of DesignationsClass B Warrants) occurred and the Class B Warrants were otherwise exercised in full for cash in accordance with the terms thereof on the Trading Day prior to the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125100% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder security holder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Registration Rights Agreement.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC SEC, no later than thirty (30) days following the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to for the sum of Initial Investors (x) a or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Debentures and the Preferred Shares, together with 24 months exercise of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Warrants resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Conversion Price, or to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrantsprevent dilution resulting from stock splits, or stock dividends). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debentures may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed registered by the Company pursuant to Section 2(a) for resale by the Investor because, in the view of this Agreementthe staff, and such registration would constitute a primary offering by the Company, then the Company and the Investors shall have the same rights and obligations with respect an additional sixty (60) days in which to amend such additional Registration Statement as they shall have with respect registration statement to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(aanother available form. (b). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date (the "Filing Date") which is 30 twenty (20) days after the date of the First Closing Date(as defined in the Securities Purchase Agreement), file with the SEC Securities and Exchange Commission ("SEC") a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities (including, without limitation, the Registrable Securities issuable with respect to any Debentures or Preferred Shares (or Warrants issuable upon conversion of filing with either the SECDebentures or the Preferred Shares) issuable pursuant to the Securities Purchase Agreement after the First Closing thereunder), covers subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by of at least 3,000,000 shares of Registrable Securities, which Registration Statement, to the Initial Investor of a extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Debentures and the Preferred SharesShares and exercise of the Warrants (i) to prevent dilution resulting from stock splits, together with 24 months stock dividends or similar transactions or (ii) by reason of accrued and unpaid dividends thereon, were converted changes in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations Debentures and Section 1.1(b) the Preferred Shares or the Exercise Price of the Warrants)Warrants in accordance with the terms thereof. If at any time the number of shares of Common Stock The Registrable Securities included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment allocated to the Registration Statement filed pursuant to the first sentence of this Investors as set forth in Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a11(k) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a)hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for (and subject to the account of any selling securityholder other than approval of) the Initial Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date (the "FILING DATE") which is 30 thirty (30) days after the date of the Closing Dateunder the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC a Registration Statement on Form S-3 whichSB-2 or Form S-1 (or, if Form SB-2 or Form S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing with the SECInitial Investors, covers which consent will not be unreasonably withheld) covering the resale by of the Initial Investor Registrable Securities, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of a additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures (including, but not limited to, shares issued or issuable upon exercise of the Investment Options) and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than two (2) times the sum of (xi) a the aggregate number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Preferred Shares, determined Debentures (including upon exercise of the Investment Options under the Debentures) (in each case based on the lesser of the Applicable Percentage (as if defined in the Preferred Shares, together with 24 months of accrued Debentures) multiplied by the Variable Conversion Price (as defined in the Debentures) and unpaid dividends thereon, were converted in full at the Applicable Percentage multiplied by the Fixed Conversion Price (as defined in the Certificate of DesignationsDebentures) on the SEC Filing Date plus then in effect) and (yii) the number of Warrant Shares (in each case determined that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Debentures or exercise the Warrants). If at any time The Company acknowledges that the number of shares of Common Stock initially included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% represents a good faith estimate of the maximum number of shares issuable upon conversion of Common Stock issuable on conversion in full of or otherwise pursuant to the unconverted Preferred Shares plus the number of Warrant Shares issuable Debentures (including upon exercise of the unexercised portion Investment Options under the Debentures) and exercise of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed or otherwise pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a)Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not include securities be provided to be sold for (and subject to the account of any selling securityholder other than approval of) the Initial Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1) The Company shall (i) prepare, and on or prior to the date which is 30 days after the Closing DateDecember 1, 1996, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by the Initial Investor of a number of at least 770,000 shares of Common Stock as Registrable Securities (ii) prepare, and on or prior to January 1, 1997 file with the SEC a Registration Statement on Form S-3 covering the resale of at least equal to the sum of (x) a number of 1,160,000 shares of Common Stock equal to 175% of as Registrable Securities, and which Registration Statements shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statements also cover such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares and exercise of the Warrants to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or by reason of changes in the conversion price of the Preferred Shares, together with 24 months of accrued Shares and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) exercise price of the Certificate of Designations and Section 1.1(b) of Warrants in accordance with the Warrants)respective terms thereof. If at any time after January 1, 1997 the number of shares of Common Stock included in the Registration Statement Statements required to be filed as provided in the first sentence of this Section 2(a) shall not be insufficient sufficient to cover 125% the resale of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of and the unexercised portion of the Warrants, then promptly, but in no event later than 20 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the any Registration Statement required to be filed pursuant to the first sentence of this Section 2(a)), ) or other applicable form covering such number of shares of Common Stock as shall be sufficient to permit cover the resale of the shares acquired upon such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement(i) or (ii), as the case may be, and the Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a2(a)(i) or (ii). The Registration Statement shall not include securities to be sold for , as the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementcase may be.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 and, as soon as practicable, but not later than thirty (30) days after the first Closing DateDate (as defined in the Securities Purchase Agreement) (the "FILING DATE"), shall file with the SEC SEC, a Registration Statement on Form S-3, (or, if Form S-3 whichis not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities issued at such Closing and any intervening Closing prior to the date of filing with of the SECRegistration Statement, covers subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by the Initial Investor of a at least that number of shares of the Common Stock at least equal to 100% of the sum Registrable Securities issued or issuable (i) upon conversion (without giving effect to any limitations on conversion contained in Article IV.C of the Certificate of Designation) of the Preferred Stock, (xii) Premium on shares of Series C Preferred Stock, and (iii) upon exercise of the Warrants (without giving effect to any limitations on exercise contained in Section 7 of the Warrants), calculated as of a mutually agreeable date within the five (5) trading days prior to the filing date for any Registration Statement. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that the Registration Statement also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions or (ii) by reason of reductions in the Conversion Price of the Preferred SharesStock or the Exercise Price of the Warrants in accordance with the terms thereof (including, together with 24 months but not limited to, in the case of accrued and unpaid dividends thereonthe Preferred Stock, were converted in full at the Fixed terms which cause the Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to decrease to the limitations on beneficial ownership contained extent the Closing Sale Price of the Common Stock decreases). The parties acknowledge that as of the date hereof the SEC's position is that Rule 416 does not permit the registration of the securities described in the proviso to the second sentence of Section 10(aclause (ii) of the Certificate of Designations preceding sentence, and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in that the Registration Statement required will not state that it covers such securities unless the SEC changes its position prior to the filing of the Registration Statement. The Registrable Securities included in each Registration Statement filed hereunder shall be allocated to the Investors as set forth in Section 11(k) hereof. The Registration Statement filed as provided in the first sentence hereunder (and each amendment or supplement thereto, and each request for acceleration of this Section 2(aeffectiveness thereof) shall be insufficient provided to cover 125% (and subject to the approval of) the Initial Investors and their counsel prior to its filing or other submission. Anything in the foregoing paragraph or this Agreement to the contrary notwithstanding, with respect to any Registrable Securities as to which the Closing Date as to the related Preferred Shares and related Warrants has not occurred by the date of filing of the number of shares of Common Stock issuable on conversion in full of above-mentioned Registration Statement (the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur"First Registration Statement"), the Company shall shall, not later than sixty (60) days after the last Closing Date, either file with the SEC an additional Registration Statement on Form S-3 amendment (which shall not constitute including, if permitted, a post-effective amendment amendment) to the First Registration Statement or a new Registration Statement (the "New Registration Statement"), whichever is appropriate, to register under the Securities Act such Registrable Securities and, upon the effectiveness of the New Registration Statement, may use the same prospectus for all of the Registrable Securities pursuant to Rule 429 under the Securities Act. Whenever, in this Agreement a reference is made to the Registration Statement filed pursuant Statement, such reference shall refer to the first sentence of this First Registration Statement and, except where the content otherwise requires its exclusion therefrom, as for example, the payments upon a Registration Default as provided in Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional also include the New Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this AgreementStatement, and the Company and provided, however, that the Investors shall have included in the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The New Registration Statement shall not include securities to have any additional rights, as for example, designating a separate underwriter as provided in Section 4(c) or be sold for counted separately in determining a majority-in-interest of the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementRegistrable Securities.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to for the sum of Initial Investors (x) a or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and the Preferred Shares, together with 24 months exercise of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Warrants resulting from adjustment in the Certificate of Designations) on Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends), which Registration Statement shall be declared effective no later than 120 days after the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)Closing Date. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementalready registered.

Mandatory Registration. (1) (i) The Company shall prepareprepare and, and on or prior to in no event later than the date which is 30 45 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, which covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares issuable upon conversion of the Preferred Shares, determined as if Note based on the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed initial Conversion Price (as defined set forth in the Certificate of Designations) on Note, as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the SEC Filing Date plus (y) the 1933 Act, such Registration Statement also covers such indeterminate number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of additional shares of Common Stock as may become issuable upon conversion of the Note to prevent dilution resulting from stock splits, stock dividends or similar transactions; (ii) Notwithstanding anything to the contrary contained in this Section 5, if the Company receives SEC Comments, and following discussions with and responses to the SEC in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities for as many Investors as possible to be included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Section 5(a) without characterizing any Investor as an underwriter (and in such regard uses its reasonable best efforts to cause the first sentence SEC to permit the affected Investors or their respective counsel to participate in SEC conversations on such issue together with counsel of this Section 2(a)the Company, and timely conveys relevant information concerning such issue with the affected Investors or their respective counsel), covering the Company is unable to cause the inclusion of all Registrable Securities in such number of shares of Common Stock as shall be sufficient Registration Statement, then the Company may, following not less than three (3) Trading Days prior written notice to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Investors, (x) remove from the Registration Statement required such Registrable Securities (the “Cut Back Shares”) and/or (y) agree to be filed by such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the SEC may require in order for the SEC to allow such Registration Statement to become effective; provided, that in no event may the Company pursuant to Section 2(a) of this Agreementname any Investor as an underwriter without such Investor’s prior written consent (collectively, and the Company and “SEC Restrictions”). Unless the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(a5(a)(1)(ii) shall be allocated among the Registrable Securities of the Investors on a pro rata basis. No liquidated damages under Section 5(a)(2) shall accrue on or as to any Cut Back Shares, and the required SEC Effectiveness Date for such Registration Statement will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). The Registration Statement From and after the Restriction Termination Date, all provisions of this Section 5 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall not include securities again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be sold for declared effective by the account of any selling securityholder other than Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities (if such Registrable Securities cannot at such time be resold by the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementthereof pursuant to Rule 144).

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is and, as soon as practicable but in no event later than 30 days after the Closing Datedate of issuance of the Preferred Shares, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with the SECInvestors holding a majority of the Registrable Securities (which consent will not be unreasonably withheld) and the provisions of Section 2(d)), covers covering the resale by of all of the Initial Investor of a Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesShares and the exercise and purchase of the New Warrant Shares (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions, and (ii) by reason of changes in the Conversion Rate of the Preferred Shares, together Shares in accordance with 24 months the terms of accrued the Securities Purchase Agreement and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (Company's Articles of Incorporation as defined in modified by the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If Such Registration Statement shall initially register for resale at any time the number of least ________ shares of Common Stock included in [the Registration Statement required number equal to be filed 150% of the shares (a) issuable on conversion of the Preferred Shares assuming the Conversion Rate applicable as of the Closing Date, and (b) issuable on exercise of the Warrants assuming at the Exercise Prices as of the Closing Date], subject to adjustment as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of 3(b). Such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable on conversion in full as of each date that a Registration Statement, as amended, relating to the resale of the unconverted Preferred Shares plus Registrable Securities is declared effective by the number of Warrant Shares issuable upon exercise of SEC. The Company shall use its best efforts to have the unexercised portion of Registration Statement(s) declared effective by the Warrants, then promptlySEC as soon as practicable, but in no event later than 20 120 days after such insufficiency shall occur, the Company shall file with issuance of the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementPreferred Shares.

Mandatory Registration. (1i) The Following the date hereof, the Company shall prepare, and and, on or prior to the date which is 30 days after the Closing Dateapplicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date of filing with the SEC, covers Registrable Securities) covering the resale by of the Initial Investor Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of a additional shares of Common Stock as may become issuable upon exercise, conversion or redemption of, or otherwise pursuant to, the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock at least equal initially included in such Registration Statement (subject to Section 2(a)(ii) hereof) shall be no less than the sum of (w) the aggregate number of Common Shares issued on the date hereof pursuant to the Exchange Agreement, plus (x) the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants, assuming a Cash Exercise (as defined in the Warrants) of the Warrants, plus (y) a number of shares of Common Stock equal to 175125% of the number of shares of Common Stock issuable upon conversion quotient obtained by dividing (A) the amount of the aggregate Series B Liquidation Preference (as defined in the Certificate of Designations) for all Series B Preferred Shares, determined Shares as if of the Preferred Shares, together second Trading Day immediately preceding the date the Mandatory Registration Statement is initially filed with 24 months the SEC by (B) the average of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Volume Weighted Average Price (as defined in the Certificate of Designations) of the Common Stock on each of the three (3) consecutive Trading Days ending on the SEC Filing Date second Trading Day immediately preceding the date the Mandatory Registration Statement is initially filed with the SEC, plus (yz) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of other shares of Common Stock included in that are then beneficially owned by the Holders. Each Registration Statement required to be filed as provided in the first sentence (and each amendment or supplement thereto, and each request for acceleration of this Section 2(aeffectiveness thereof) shall be insufficient provided to cover 125% of (and shall be subject to the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrantsapproval, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a))be unreasonably withheld or delayed, covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(aof) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (soon as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptlypracticable, but in no event later than 20 forty-five (45) days after the Initial Closing Date (the "Required Filing Date"), file with the Commission a Registration Statement on Form SB-2, or an amendment to any pending Registration Statement on Form SB-2 of the Company, covering resales of (a) the Warrants and (b) the Minimum Conversion Shares on the filing date. In the event that Form SB- 2 is unavailable for such insufficiency shall occura registration, the Company shall file use such other form as is available for such a registration. Such Registration Statement or amended Registration Statement, as the case may be, shall in accordance with Rule 416 under the Securities Act, state that it also covers such indeterminate number of additional Shares as may become issuable upon conversion of the Debentures and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the extent consistent with the SEC an additional interpretations of the Commission of such rule at such time, resulting from any adjustment in the applicable Conversion Price of such Debentures or the Current Warrant Price of such Warrants. If on any date, the Minimum Conversion Shares exceed the total number of Shares so registered, the Company shall (i) if such Registration Statement on Form S-3 (which shall has not constitute a post-been declared effective amendment to by the Commission at that time, amend the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) the preceding portions of this Agreementparagraph, and to register all of such Minimum Conversion Shares, or (ii) if such Registration Statement has been declared effective by the Company and Commission at that time, file with the Investors shall have the same rights and obligations with respect to such Commission an additional Registration Statement on SB-2 (or, in the event that Form SB-2 is unavailable for such a registration, on such other form as they is available) to register all of such Minimum Conversion Shares that have not already been so registered. The Company shall have with respect use its best efforts to the initial cause any such Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.or

Mandatory Registration. (1) The Company shall prepareuse all commercial reasonable efforts to (i) prepare as soon as practicable after the date hereof (and in no event later than the fiftieth day following the Closing Date (the "FILING DEADLINE")), and on or prior to the date which is 30 days after the Closing Date, (ii) file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the date Registrable Securities, subject to the consent of filing with the SEC, covers Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale by of at least 1,200,000 Registrable Securities, which Registration Statement, to the Initial Investor of a extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock and exercise of the Warrants (x) to prevent dilution resulting from stock splits, determined as if the Preferred Shares, together with 24 months of accrued and unpaid stock dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus or similar transactions or (y) the number by reason of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained reductions in the proviso to the second sentence of Section 10(a) conversion price of the Certificate of Designations and Section 1.1(b) Preferred Stock or the exercise price of the Warrants). If at any time Warrants in accordance with the number terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price of shares the Preferred Stock to decrease as the bid price of the Common Stock decreases. The Registrable Securities included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment allocated to the Registration Statement filed pursuant to the first sentence of this Investors as set forth in Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a12(k) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a)hereof. The Registration Statement (and each amendment or supplement thereto and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of, which approval shall be granted or denied within two (2) business days of the request therefor and shall not include securities to be sold for unreasonably withheld) the account of any selling securityholder other than the Initial Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementtheir counsel prior to its filing or other submission.

Mandatory Registration. (1i) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers as soon as practicable after the Closing Date but no later than the Initial Required Filing Date, a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company’s obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The “Initial Number of Shares to Be Registered” is a number of shares of Common Stock which is at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of into which the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued Debentures and unpaid dividends thereon, were converted in full all interest thereon through their respective Maturity Dates would be convertible at the Fixed time of filing of such Registration Statement (assuming for such purposes that all Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, and that all interest was paid in shares, whether or not such eligibility, accrual of interest or conversion had in fact occurred as of such date) based on the Applicable Conversion Price in effect on, or within three (as defined in 3) Trading Days prior to, the Certificate of Designations) on date the SEC Filing Date plus Registration Statement is filed (or subsequently amended), and (y) the number of Warrant Other Issuable Shares (in each case determined without regard as of the date of the filing of the Registration Statement or any amendment thereto; provided, however, that for purposes of this provision, the Initial Number of Shares to the limitations on beneficial ownership contained Be Registered in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time initial Registration Statement shall not be greater than the number of such shares of Common Stock which the SEC permits to be included in such Registration Statement. Unless otherwise specifically agreed to in writing in advance by a Majority in Interest of the Holders, the Registration Statement required to be filed as provided in the first sentence of this Section 2(a(X) shall include only the Registrable Securities, (Y) shall not restrict or limit the prices at which the shares sold by the selling stockholders thereunder may be insufficient to cover 125% of sold, and (Z) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit may become issuable upon conversion of the Debentures, or issuances of Other Issuable Securities covered by such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreementprevent dilution resulting from stock splits, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementstock dividends or similar transactions.

Mandatory Registration. Within thirty (130) The Company shall prepare, and on or prior to days of the date which is 30 days after the Initial Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC Commission a Registration Statement on Form SB-2 covering (a) resales of the Warrants and (b) at least one and one-half (1.5) times the sum of: (i) the number of Shares that are issuable upon conversion of the Series A Preferred Stock on the date of filing, without regard to any limitation on any holder's ability to convert the Series A Preferred Stock, and (ii) 50,000 Shares issuable upon exercise of the Warrants, or an amendment to any pending Registration Statement on Form SB-2 of the Company, and such Registration Statement or amended Registration Statement, as the case may be, shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of the Series A Preferred Stock or the Warrants resulting from any adjustment in the applicable Conversion Price of the Series A Preferred Stock or the Exercise Price of the Warrants, as the case may be, or to prevent dilution resulting from stock splits or stock dividends. If at any time one and one-half (1.5) times the number of Shares into which the Series A Preferred Stock may be converted exceeds the difference between the total number of Shares registered and 50,000 (as adjusted in accordance with the terms of the Warrants), the Company shall, within ten (10) business days after receipt of a written notice from any Purchaser, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the Commission at that time, to register all Ordinary Shares into which the Series A Preferred Stock may be converted, or (ii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on Form S-3 SB-2 to register the number of Shares into which the Series A Preferred Stock may be converted that exceed the number of Shares already registered. The Company shall use its best efforts to cause such Registration Statement or amended Registration Statement, as the case may be, to become effective within ninety (which 90) days following the Initial Closing Date (or, if the Commission elects to conduct a review of such Registration Statement, one hundred twenty (120) days following the Initial Closing Date). The failure of the Company to cause such Registration Statement to become effective during such respective time periods shall not constitute a post-effective amendment have the effect set forth in the Certificate of Designation relating to the Series A Preferred Stock. The Company shall keep the Registration Statement filed effective pursuant to Rule 415 at all times until such date as is the first sentence earlier of this Section 2(a)), covering such number (i) the date on which all of shares the Registrable Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect counsel to the initial Purchasers) may be immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration under the Securities Act (the "Registration Statement required to be filed by the Company pursuant to this Section 2(aPeriod"). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepareprepare and file with the SEC, and on or prior to the date which is 30 days as soon as possible after the Closing Date, file with but no later than thirty (30) days following the SEC Closing Date, either a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the or an amendment to any such pending Registration Statement registering for resale by the Initial Investor all of a the Registrable Securities, but in no event less than the aggregate number of shares into (i) which the Preferred Stock would be convertible at the time of filing of the Form S-3 (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as of such date), and (ii) which would be issued upon exercise of all of the Warrants at the time of filing of the Form S-3 [assuming for such purposes that all Warrants had been eligible to be exercised and had been exercised in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date]. Such Registration Statement or amended Registration Statement shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and the Preferred Shares, together with 24 months exercise of accrued and unpaid dividends thereon, were converted the Warrants resulting from adjustment in full at the Fixed Conversion Price or the Warrant exercise price, as the case may be, or to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective no later than ninety (as defined in 90) days after the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)Closing Date. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in the first sentence of this Section 2(a) shall converted and which would be insufficient to cover 125% issued upon exercise of the Warrants exceeds the aggregate number of shares of Common Stock issuable on conversion then registered, the Company shall, within ten (10) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in full of the unconverted Preferred Shares plus future be converted and which would be issued currently or in the number of Warrant Shares issuable future upon exercise of the unexercised portion of the Warrants, then promptlyor (ii) if such Registration Statement has been declared effective by the SEC at that time, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (S-3, as may be appropriate, to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may currently or in the first sentence future be converted and which would be issued currently or in the future upon exercise of this Section 2(a)), covering such the Warrants that exceed the aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercisealready registered. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Such Registration Statement shall not include securities to be sold for the account of any selling securityholder shares other than the Investors and Registrable Securities without the investors contemplated by consent of the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementInvestor.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC Securities and Exchange Commission, no later than May 31, 1999, a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Initial Investor of Holders a sufficient number of shares of Common Stock for the Preferred Holders to sell the Registrable Securities into which the Preferred Stock would be convertible at least equal the time of filing of such Registration Statement (assuming for such purposes that all shares of Preferred Stock had been converted into Common Stock in accordance with their terms, including, with respect to the sum Series B Stock, that the Company did not achieve the performance targets set forth in the Designation of Terms of the Series B Stock attached to the Company's Restated Articles). The Registration Statement (xi) a shall include only the Registrable Securities and (ii) shall also state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock resulting from adjustment in the Preferred Shares, together with 24 months conversion price or to prevent dilution resulting from stock splits or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier of accrued (x) five (5) days after notice by the Securities and unpaid dividends thereon, were converted in full at Exchange Commission that it may be declared effective or (y) one hundred twenty (120) days after the Fixed Conversion Price (Closing Date as defined in the Certificate of Designations) on Stock Purchase Agreement (the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants"Required Effective Date"). If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall either (i) amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 3.1, if such Registration Statement has not been declared effective by the Securities and Exchange Commission at that time, to register all shares of Common Stock into which the Preferred Stock may currently or in the future be converted, or (ii) if such Registration Statement has been declared effective by the Securities and Exchange Commission at that time, file with the SEC Securities and Exchange Commission an amendment to or an additional Registration Statement on Form S-3 (to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may currently or in the first sentence of this Section 2(a)), covering such future be converted that exceed the aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementalready registered.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to July 31, 2000 file (the date which is 30 days after the Closing Date, file "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with each Buyer and the SECprovisions of Section 2(e), covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock to prevent dilution resulting from stock splits, determined stock dividends or similar transactions. Such Registration Statement shall initially register for resale at least 1,500,000 shares of Common Stock, subject to adjustment as if the Preferred Sharesprovided in Section 3(b), together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of such registered shares of Common Stock included in shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the issuance of the Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement has not been filed by the Filing Deadline or the Registration Statement is not declared effective by the Registration Deadline, then the Company will be required to be filed as provided pay the Buyers upon demand in the first sentence of this Section 2(acash an amount equal to (i) shall be insufficient to cover 1251.5% of the number of shares of Common Stock issuable on conversion in full face amount of the unconverted unredeemed Preferred Shares plus Stock for the number of Warrant Shares issuable upon exercise first thirty (30) days and (ii) 3.0% of the unexercised portion face amount of the Warrants, then promptly, but in no event later than 20 unredeemed Preferred Stock for every thirty days after such insufficiency shall occur, thereafter that the Company shall file with the SEC an additional Filing Deadline or Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementDeadline is late.

Mandatory Registration. (1) The Company shall prepareshall, and on or prior to as soon as practicable after the date which is 30 Closing Date but in no event more than 45 days after following the Closing Date, file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of the Initial Investors (as determined pursuant to Section l0 hereof), which consent will not be unreasonably withheld conditioned or delayed) covering the resale of the Registrable Securities. The Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and/or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Company shall use its best efforts to cause such registration to become and remain effective (including the taking of such steps as are necessary to obtain the removal of any stop orders); provided, that the Investors shall furnish the Company, within five (5) business days of the Company's written request, with such appropriate information in connection therewith (whether requested prior to or after the filing of the Registration Statement with the SEC) as the Company shall reasonably request in writing. The Registration Statement (and each amendment or supplement thereto, covers and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the resale by approval of) the Initial Investor of a Investors and its counsel prior to its filing or other submission. The number of shares of Common Stock at least equal to the sum of initially included in such Registration Statement shall be no less than one hundred fifty percent (x150%) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon the conversion of the Preferred Shares, determined as if Stock and exercise of the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at Warrants on the Fixed Closing Date (assuming the Conversion Price (as defined set forth in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a5(b)(ii)(A) of the Certificate of Designations and Section 1.1(b) of the WarrantsDesignation). If The Company further undertakes to take all steps necessary to ensure that a Registration Statement is, or Registration Statements are, effective at any time the number of shares of Common Stock included in all times during the Registration Statement required to be filed Period (as provided in the first sentence of this Section 2(adefined below) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors all Registrable Securities and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementresale thereof.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (soon as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, practicable but in no event later than 20 thirty (30) days after such insufficiency shall occurthe Closing Date (the "Required Filing Date"), the Company shall file with the SEC Commission a Registration Statement on Form S-3, or an additional amendment to any pending Registration Statement on Form S-3 of the Company, covering resales of (which a) the Common Stock issuable upon exercise of the Warrants and (b) the Minimum Conversion Shares on the filing date. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration. Such Registration Statement or amended Registration Statement, as the case may be, shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of the Debentures and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) to the extent consistent with the interpretations of the Commission of such rule at such time, resulting from any adjustment in the applicable Conversion Price of such Debentures or the Current Warrant Price of such Warrants. If on any date the Minimum Conversion Shares exceed the total number of Shares so registered, the Company shall (i) if such Registration Statement has not constitute a post-been declared effective amendment to by the Commission at that time, amend the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) the preceding portions of this Agreementparagraph, and to register all of such Minimum Conversion Shares, or (ii) if such Registration Statement has been declared effective by the Company and Commission at that time, file with the Investors shall have the same rights and obligations with respect to such Commission an additional Registration Statement on S-3 (or, in the event that Form S-3 is unavailable for such a registration, on such other form as they is available) to register all of such Minimum Conversion Shares that have not already been so registered. The Company shall have with respect use its best efforts to the initial cause any such Registration Statement required or amended Registration Statement, as the case may be, to be filed by become effective within the earliest to occur of (i) ninety (90) days following the Closing Date; (ii) if the Commission elects not to conduct a review of the Registration Statement, the date which is eight (8) business days after the date upon which either the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company or its counsel is so notified, whether orally or in connection with the Other Subscription Agreement.writing; or

Mandatory Registration. (1i) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as possible after the Closing Date but no later than a date (the "Required Filing Date") which is 30 thirty (30) days after the Closing Date, file with the SEC either a Registration Statement on Form S-3 whichor an amendment to an existing Registration Statement, on the date of filing with the SEC, covers the in either event registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least for the Initial Investors to sell the Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than the number of shares equal to the sum of (xA) a two hundred percent (200%) of the aggregate number of shares into which the Preferred Stock issued on the Closing Date and all dividends thereon through the second anniversary of the Closing Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all shares of such Preferred Stock had been eligible to be converted, and had been converted, into Converted Shares in accordance with their terms, whether or not such accrual of dividends, eligibility or conversion had in fact occurred as of such date) and (B) the number of shares which would be issued upon exercise of all of the Warrants issued on the Closing Date (assuming for such purposes that all Warrants were eligible to be exercised and had been exercised in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date). The Registration Statement (W) shall include only the Registrable Securities and the shares specifically listed on EXHIBIT 1 annexed hereto, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if Stock and the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of Warrants to prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the Warrants, then promptly, but in "Initial Required Effective Date") which is no event later than 20 the earlier of (Y) five (5) days after such insufficiency shall occur, the Company shall file with oral or written notice by the SEC an additional Registration Statement on Form S-3 that it may be declared effective or (which shall not constitute a post-effective amendment to Z) one hundred twenty (120) days after the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementClosing Date.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 whichor, if Form S-3 is not available, Form SB-2 which on the date of filing with the SEC, SEC Filing Date covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Conversion Shares and Warrant Shares issuable to the Investor upon conversion of the Preferred SharesShares and exercise of the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, Shares were converted in full at and the Fixed Conversion Price (as defined Warrants were exercised in the Certificate of Designations) full on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership limitation contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and the limitation contained in Section 1.1(b) of the Warrants), and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. If If, notwithstanding Rule 416 under the Securities Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as shall be issuable upon conversion of the Preferred Shares and exercise of the Warrants based on changes from time to time in the conversion price and exercise price thereof, and without limiting the rights of the holder of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 11 of the Certificate of Designations, at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the and unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 or Form SB-2 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1i) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as possible after the date which is 30 Closing Date but no later than five (5) days after the Closing Date (the "Required Filing Date"), file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Company=s currently effective Registration Statement filed pursuant on Form S-1 (as heretofore amended; the "Existing Registration Statement") registering for resale by the Investor the number of shares equal to the first sentence sum of this Section 2(a)), covering such a sufficient number of shares of Company Common Stock for the Initial Investors to sell the Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than the aggregate number of shares equal to two hundred percent (200%) of (I) the aggregate number of shares into which the Preferred Stock would be convertible at the time of filing of such amendment (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares consisting of Company Common Stock in accordance with the terms of the Certificate of Designations and the Transaction Agreements, whether or not such eligibility or conversion had in fact occurred as of such date) and (II) the aggregate number of shares which the Company might issue in lieu of dividends on the Preferred Stock through the date which is two years from the Closing Date (assuming for such purposes that all dividends accrued on the liquidation preference of all of the Preferred Stock issued to the Initial Investor through such date and had then been converted into shares of Company Common Stock in accordance with the terms of the Certificate of Designations, whether or not such accrual or conversion had in fact occurred as of such date). The Registration Statement (i) shall include only the Registrable Securities and the shares referred to in the Existing Registration Statement and (ii) shall also state that, in accordance with Rules 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as shall be sufficient may become issuable upon conversion of the Preferred Stock to permit prevent dilution resulting from stock splits, or stock dividends. The Company will use its reasonable best efforts to cause such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be declared effective on a date (a "Required Effective Date") which is no later than the Registration Statement required to be filed earlier of (x) five (5) days after notice by the Company pursuant to Section 2(aSEC that it may be declared effective or (y) of this Agreement, and ten (10) days after the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementClosing Date.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days and, as soon as practicable after the First Closing Dateunder the Securities Purchase Agreement, but in no event later than the sixtieth (60th) day following such closing, file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the maximum number of Registrable Securities issuable upon the full conversion of, or as dividends on or otherwise with respect to, the Preferred Stock and the full exercise of the Warrants comprising 3,250 Units (assuming a conversion price based on 81% of the closing sales price of the Common Stock as reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrantssuch closing). If at any time The Company shall prepare, and, as soon as practicable after each additional closing under the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptlySecurities Purchase Agreement, but in no event later than 20 days after the sixtieth (60th) day following each of such insufficiency shall occurclosings, the Company shall file with the SEC an additional a Registration Statement on Form S-3 (which shall or, if Form S-3 is not constitute then available, on Form S-1) covering the resale of at least 135% (or, if the Investors have provided the Company a post-effective amendment to the Registration Statement filed notice pursuant to Section 3(b) hereof, at least 200%) of the first sentence of this Section 2(a)), covering such maximum number of shares Registrable Securities issuable upon the full conversion of, or as dividends on or otherwise with respect to, the Preferred Stock and the full exercise of the Warrants comprising the Units issued at such closing pursuant to Section 1(a)(ii) or Section 1(a)(iii) of the Securities Purchase Agreement, as applicable (assuming a conversion price based on 81% of the closing sales price of the Common Stock as shall be sufficient to permit reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such conversion and exerciseClosing). For all purposes of this Agreement such additional In the event any Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a) is on Form S-1, the Company shall, (x) no later than the date the Company files each periodic report on Form 10-Q or 10-K, file a prospectus supplement or post-effective amendment to the Registration Statement to include in the Registration Statement such information (including, without limitation, updated financial statements) from the periodic report as is necessary or required to keep the Registration Statement in compliance with the rules of the SEC and this Agreement and (y) within fifteen (15) days of the Company becoming eligible to register the Registrable Securities on Form S-3, file a new Registration Statement on Form S-3 covering at least 135% (or, if the Investors have provided the Company a notice pursuant to Section 3(b) hereof, at least 200%) of the Registrable Securities issuable upon the full conversion of, or as dividends on or otherwise with respect to, the Preferred Stock and the full exercise of the Warrants (based on the conversion and exercise prices thereof then in effect) and cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter, and in no event later than ninety (90) days after the filing thereof (such ninetieth (90th) day being the "Second Registration Deadline"). Each Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of reductions in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Preferred Stock, the terms which cause the applicable Conversion Percentages to decrease and the terms which cause the Variable Conversion Price to decrease to the extent that the closing sales price of the Common Stock decreases). The Registrable Securities included in any Registration Statement filed hereunder shall be allocated to the Investors as set forth in Section 11(k) hereof. Each Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Initial Investors and their counsel prior to its filing or other submission. The Company shall not include any securities (other than Registrable Securities and securities designated on Schedule 3(c) to the Securities Purchase Agreement for possible inclusion on a Registration Statement hereunder) on any Registration Statement filed pursuant to this Section 2(a). In addition, the Company shall not permit any securities of the Company (other than Registrable Securities) to be sold for registered under the account of any selling securityholder other than Securities Act prior to or at the Investors and the investors contemplated by same time as the registration rights agreement entered into of the Registrable Securities; provided, however, that the Company may register (i) up to 1,750,000 shares of Series A Cumulative Convertible Preferred Stock ("Series A Stock") and up to 15,027,937 shares of Common Stock in connection with certain proposed changes to the Series A Stock, and (ii) up to 2,150,000 shares of Common Stock in connection with certain convertible notes in the aggregate principal amount of $2,000,000 issued by the Company in connection with the Other Subscription AgreementJuly and August 1997.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date which is 30 thirty (30) business days after the date of the closing under the Note Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing the Initial Investor, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Note and the Warrants, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Note and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Note or the Exercise Price of the Warrants in accordance with the SEC, covers the resale by the Initial Investor of a terms thereof. The number of shares of Common Stock at least equal to the sum of included in such Registration Statement shall be no less than 150% (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued one hundred and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(afifty percent) of the Certificate of Designations and Maximum Share Amount set forth in Section 1.1(b) 2.6 of the Warrants)Note. If at any time (i) the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus Note and exercise in full of the number of Warrant Shares issuable unexercised Warrants and Warrants which may be issued upon exercise of the unexercised portion unconverted Note (including any Prepayment Warrants issued pursuant to the Note) and (ii) a New Maximum Share Amount has been approved or the Company has otherwise received approval from The Nasdaq Stock Market to issue a number of shares greater than the WarrantsMaximum Share Amount, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC as promptly as practicable an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), ) covering such additional number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseStock. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date which is 30 thirty (30) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement on Form S-3 which(or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the date Registrable Securities, subject to the consent of filing the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Preferred Stock (including shares of Common Stock underlying any Redemption Note(s) issued pursuant to Article VI.A.(b) of the Articles of Amendment) and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the SEC, covers terms thereof or the resale by exercise price of the Initial Investor of a Warrants in accordance with the terms thereof. The number of shares of Common Stock at least equal to initially included in such Registration Statement shall be no less than two (2) times the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred SharesStock and the exercise of the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to any limitation on the limitations on beneficial ownership contained in Investor's ability to convert the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of Preferred Stock or exercise the Warrants). If at any time The Company acknowledges that the number of shares of Common Stock initially included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% represents a good faith estimate of the maximum number of shares of Common Stock issuable on upon conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon Stock and exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1i) The Company shall prepareprepare and file with the SEC, and on or prior to as soon as practicable after the date which is 30 Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investor Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to one hundred fifty percent (150%) of the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of into which the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued Debentures and unpaid dividends thereon, were converted in full all interest thereon through their respective Maturity Dates would be convertible at the Fixed time of filing of such Registration Statement (assuming for such purposes that all Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Price (Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as defined in the Certificate of Designationssuch date) on the SEC Filing Date plus and (y) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible to be exercised and had been exercised for the issuance of Warrant Shares in each case determined without regard accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date). Unless otherwise specifically agreed to in writing in advance by the Lender, the Registration Statement (W) shall include only (1) the Registrable Securities, (2) the shares issuable on exercise of warrants issued to the limitations on beneficial ownership contained Finder in connection with the proviso transactions contemplated by the Transaction Agreements, and (3) up to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of 2,850,000 shares of Common Stock included in currently held or subject to issuance on conversion or exercise of other rights currently held by other stockholders of the Registration Statement required to be filed as provided in the first sentence of this Section 2(aCompany, and (X) shall be insufficient to cover 125% of also state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient may become issuable upon conversion of the Debentures to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreementprevent dilution resulting from stock splits, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementor stock dividends.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to the date which is 30 forty-five (45) days after the Closing Datedate of issuance of any Preferred Stock (the "Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with each Buyer and the SECprovisions of Section 2(e), covers which consent will not be unreasonably withheld), covering the resale by of all of the Initial Investor of a Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesStock (i) to prevent dilution resulting from stock splits, determined as if stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Preferred SharesStock in accordance with the terms thereof Such Registration Statement shall initially register for resale at least _________ shares of Common Stock, together subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the issuance of the Preferred Stock (the "Registration Deadline"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. In the event that the Registration Statement is not filed by the Company with 24 months the SEC by the Filing Deadline, then the Applicable Discount (as defined in the Certificate of accrued and unpaid dividends thereon, were converted Designations) shall be reduced by (i) an additional 2% for each 30 days from the Filing Deadline for which the Registration is not filed by the Company with the SEC. In the event that the Registration Statement is not declared effective by the SEC by the Registration Deadline then the Conversion Percentage to be used in full at determining the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations , Preferences, and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be Rights filed by the Company pursuant to Section 2(a) of this Agreement, and on or before the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company date hereof in connection with the Other Subscription Agreement.herewith ("Certificate of Designations")shall be reduced by (i) an

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers no later than forty-five (45) calendar days after the resale by the Initial Investor of Due Date, a Registration Statement covering a sufficient number of shares of Common Stock at least equal to for the sum Initial Investors into which the Warrants would be exercised and the $11,110,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (x45) a calendar days after the Due Date, then in such event the Company shall pay the Investor 2% of the face amount of each Debenture for each 30 day period, or portion thereof, after forty-five (45) calendar days following the Due Date that the Registration Statement is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the Company exclusive of Registration Statements on Form S-8 and so long as permissible under the Securities Act. Such Registration Statement shall state that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal as may become issuable to 175% of the number of shares of Common prevent dilution resulting from Stock issuable upon conversion of the Preferred Sharessplits, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants)or stock dividends. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Debenture(s) may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within ten (10) business days after receipt of written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Debenture(s) may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (such form as is applicable to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Debenture may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional already registered which new Registration Statement shall be deemed to filed within 45 days. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement required to be filed by is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to Section 2(a) the terms of this Agreement, the Subscription Agreement and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription AgreementDebenture.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC SEC, no later than forty-five (45) days following the Closing Date under the Stock Purchase Agreement, a Registration Statement on Form S-3 whichSB-2, on the date of filing with the SECor other applicable form, covers the registering for resale by the Initial Investor of a sufficient number of shares of Common Stock at least equal to by the sum of Initial Investor (x) a or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form SB-2 or other applicable form, and such Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined Stock resulting from adjustment in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard Conversion Price, or to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) prevent dilution resulting from stock splits, or stock dividends). Such Registration Statement shall also provide for offering of the Certificate of Designations and Section 1.1(b) of the Warrants)securities on a continuous basis in accordance with Rule 415. If at any time the number of shares of Common Stock included in into which the Registration Statement required to Preferred Stock may be filed as provided in converted exceeds the first sentence of this Section 2(a) shall be insufficient to cover 125% of the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occurregistered, the Company shall shall, within fifteen (15) business days after receipt of a written notice from any Investor, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the SEC at that time, to register all shares of Common Stock into which the Preferred Stock may be converted, or (ii) if such Registration Statement has been declared effective by the SEC at that time, file with the SEC an additional Registration Statement on Form S-3 (SB-2, or other applicable form, to register the shares of Common Stock into which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to Preferred Stock may be converted that exceed the first sentence of this Section 2(a)), covering such aggregate number of shares of Common Stock as shall already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed registered by the Company pursuant to Section 2(a) for resale by the Investor because, in the view of this Agreementthe staff, and such registration would constitute a primary offering the Company, then the Company and the Investors shall have the same rights and obligations with respect an additional sixty (60) days in which to amend such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreementanother available form.

Mandatory Registration. (1) The Company shall prepareprepare and, and on or prior to the date which is 30 15 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers covering the resale by the Initial Investor Buyer of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Conversion Shares issuable to the Buyer upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) which is applicable on the day the Registration Statement is filed with the SEC Filing Date plus (y) the number of Warrant Shares (in each case and determined without regard to the limitations limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations Designations), and Section 1.1(b) Warrant Shares issuable upon exercise of the Warrants), and such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the issuance of shares of Common Stock as a dividend on the Preferred Shares and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. If If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock as shall be issuable upon conversion of the Preferred Shares based on changes from time to time in the Conversion Price such that at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a8(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the WarrantsShares, then promptly, but in no event later than 20 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a8(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion; provided, however, that nothing in this Section 8(a) shall limit the rights of the holder of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 12 of the Certificate of Designations. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement8(a), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a8(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepareIf, and on or after the Lockup Period but prior to the date which is 30 days after the Closing DateRegistration Rights Expiration Point, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock and provided that at least equal one year has elapsed since the most recent Registration Request (as defined below), (a) Holders of at least twenty-five percent (25%) of the Registrable Securities not theretofore registered pursuant to this SECTION 5, so long as the sum aggregate gross proceeds to be received from such proposed offering is expected to be not less than $500,000, or (b) Holders of at least fifty percent (x50%) a number of shares of Common Stock equal the Registrable Securities not theretofore registered pursuant to 175this SECTION 5, so long as the aggregate gross proceeds to be received from such proposed offering is expected to be not less than $1,000,000, request in writing that the Company register under the Securities Act at least 25% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price Registrable Securities not theretofore registered pursuant to this SECTION 5 (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrantsa "Registration Request"). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file promptly give written notice of such Registration Request to all holders of Registrable Securities and will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been requested to register for disposition in accordance with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to intended method of disposition described in the Registration Statement filed pursuant Request and (ii) the Registrable Securities of any Holder that elects to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be join in the Registration Statement required to be filed Request within twenty (20) days after receipt of the above written notice from the Company. The Company may include in any such registration (x) similar securities held by other parties with registration rights and (y) similar securities that the Company pursuant desires to Section 2(a) of this Agreementregister; provided, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company that, in connection with an underwritten offering, such additional similar securities shall be reduced to a number, if any, that in the Other Subscription Agreement.reasonable opinion of the managing underwriters of such offering, would not adversely affect the marketability or offering

Mandatory Registration. (1a) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC on or before December 31, 2002 (the "SEC Filing Date") a Registration Statement on Form S-3 whichor, if Form S-3 is not available, on another appropriate form reasonably acceptable to the date of filing with the SECInvestors, which covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Registrable Securities issuable to each Holder upon conversion of the Preferred SharesShares and exercise of the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, Shares were converted in full at (based on a $4.50 per share conversion price) and the Fixed Conversion Price (as defined Warrants were exercised in the Certificate of Designations) full on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) first anniversary of the Certificate of Designations and Section 1.1(b) of the Warrants)Closing Date. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a6.2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the and unexercised portion of the Warrants, then promptly, but in no event later than 20 60 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 S-3, or another appropriate form (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a6.2(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement6.2(a), and the Company and the Investors Holders shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement statement required to be filed by the Company pursuant to this Section 2(a6.2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price or Registration Statements (as defined in the Certificate of Designationsis necessary) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute or, if such form is unavailable for such a post-effective amendment registration, on such other form as is available for such a registration, subject to the Registration Statement filed pursuant to consent of each Purchaser and the first sentence provisions of this Section 2(aError! Reference source not found.(e), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, within ninety (90) days after the first to occur of (1) the issuance, sale, and delivery of $2,000,000 in principal amount of, or (2) the date the Company receives written notice from Sovereign Capital Advisors, LLC of termination of further offers of the Series 1 Bridge Notes (the "Filing Deadline"). The Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon conversion of the Series 1 Bridge Notes and exercise of the Purchaser Warrants to prevent dilution resulting from stock splits, stock dividends, or similar transactions, and (ii) by reason of the Repricing Warrants in accordance with the terms thereof. Such Registration Statement shall initially register for resale 1,800,000 shares of the Company's Common Stock, representing 1,400,000 shares for Conversion Shares and Repricing Warrant Shares, 300,000 for Purchaser Warrant Shares, and 100,000 shares for Placement Warrant Shares, subject to adjustment as provided in Section Error! Reference source not found.(b) hereof, and such registered shares of Common Stock shall be sufficient allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within one hundred twenty (120) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit such conversion and exercisethe registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. For all purposes of this Agreement such additional Such Registration Statement shall be deemed to be kept current and effective for a period of twelve (12) months from the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(aClosing Date. (b). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Company shall prepare, and and, on or prior to sixty (60) (the date which is 30 "Registration Filing Deadline") days after the Closing Datedate of issuance of any Debentures, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 which(or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the date consent of filing with each Buyer and the SECprovisions of Section 2(e), covers which consent will not be unreasonably withheld), covering only the resale of all of the Registrable Securities and no other securities owned or held by any other person, except for the Initial Investor shares to be issued pursuant to the Mical Mortgage acquisition which are estimated at 500,000 shares of a Common Stock, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesDebentures (i) to prevent dilution resulting from stock splits, determined stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Debentures in accordance with the terms thereof Such Registration Statement shall initially register for resale at least 1,851,851 shares of Common Stock, subject to adjustment as if provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Preferred SharesInvestors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, together with 24 months as amended, relating to the resale of accrued and unpaid dividends thereonthe Registrable Securities is declared effective by the SEC. In the event that the Registration Statement is not filed by the Company by the Registration Filing Deadline, were converted then the Applicable Discount to be used in full at determining the Fixed Conversion Price (as defined in the Certificate of DesignationsDebenture) on shall be reduced by an additional 3% (i.e., from 78% to 75%) for each thirty (30) day period (prorated for partial months) that the Registration Statement is not filed with the SEC (the "Registration Filing Date plus Penalty"). The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within one hundred and twenty (y120) days after the number issuance of Warrant Shares the Debentures (the "Registration Deadline"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. In the event that the Registration Statement is not declared effective by the SEC by the Registration Deadline then the Applicable Discount to be used in determining the Conversion Price (as defined in the Debenture) shall be reduced by (i) an additional 3% (i.e., from 78% to 75%) if the Registration Statement is not declared effective by the SEC within thirty (30) days following the Registration Deadline (in each case determined without regard prorated for partial months), (ii) an additional 6% (i.e., from 78% to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a72%) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in if the Registration Statement required to be filed as provided in is not declared effective by the first sentence of this Section 2(aSEC within ninety (90) shall be insufficient to cover 125% days of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC Registration Deadline and thereafter an additional Registration Statement on Form S-3 3% for each subsequent thirty (30) day period for which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to is not declared effective (the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional "Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(aDeadline Penalty"). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors Filing Penalty and the investors contemplated by the registration rights agreement entered into Registration Deadline Penalty shall be immediately payable by the Company on demand by the Investor in connection with either cash or Common Stock of the Other Subscription AgreementCompany, at the sole election of the Investor upon delivery to the Company of a Notice of Commission (as defined in the Debenture) by the Investor.

Mandatory Registration. (1) The Company shall prepare, and on or prior to the date which is 30 days after the Closing DateJanuary 29, 1999, file with the SEC a Registration Statement on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder security holder other than (i) the Investors and the holder of the other Warrants issued pursuant to the Letter Agreement, (ii) holders of warrants to purchase 10,000 shares of Common Stock to be initially issued to an investment banking firm or its designees, (iii) the investors contemplated by the registration rights agreement agreements entered into ino by the Company in connection with the Other Subscription AgreementAgreements and (iv) 60,000 shares of Common Stock to be issued in connection with a software license agreement.

Mandatory Registration. (1a) The Company shall prepare, prepare and on or prior to the date which is 30 days after the Closing Date, file with the SEC on or before January 31, 1999 (the "SEC Filing Date") a Registration Statement on Form S-3 whichor, if Form S-3 is not available, on another appropriate form reasonably acceptable to the date of filing with the SECInvestors, which covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of at least the number of shares of Common Stock Registrable Securities issuable to each Holder upon conversion of the Preferred SharesShares and exercise of the Warrants, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, Shares were converted in full at (based on a $3.50 conversion price) and the Fixed Conversion Price (as defined Warrants were exercised in the Certificate of Designations) full on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) first anniversary of the Certificate of Designations and Section 1.1(b) of the Warrants)Closing Date. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a6.2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of the and unexercised portion of the Warrants, then promptly, but in no event later than 20 60 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 S-3, or another appropriate form (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a6.2(a)), ) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a) of this Agreement6.2(a), and the Company and the Investors Holders shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement statement required to be filed by the Company pursuant to this Section 2(a6.2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.

Mandatory Registration. (1) The Promptly following the Closing, the Company shall prepare, and on or prior to the date which is 30 days after the Closing Date, file with the SEC complete preparation of a Registration Statement on Form S-3 whichor other available form covering at least 3,700,000 shares of Common Stock as Registrable Securities. On or prior to March 1, on 1997, the date Company shall furnish to the Investors and their legal counsel a draft of filing the Registration Statement which meets the requirements of the Securities Act. On or prior to March 17, 1997, the Company shall file such Registration Statement with the SEC, which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers the resale by the Initial Investor of a such indeterminate number of additional shares of Common Stock at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock as may become issuable upon conversion of the Preferred SharesNote to prevent dilution resulting from stock splits, determined as if the Preferred Shares, together with 24 months stock dividends or similar transactions or by reason of accrued and unpaid dividends thereon, were converted in full at the Fixed Conversion Price (as defined changes in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) conversion price of the Certificate of Designations and Section 1.1(b) of Note in accordance with the Warrants)terms thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise principal amount of the unexercised portion of the WarrantsNote, then promptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 or other applicable form (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a))) but which may, in accordance with Rule 429 under the Securities Act, make use of a combined prospectus) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exerciseconversion. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement.