Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a1) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and, as expeditiously as possible, but in no event later than the date which is 90 days after the Closing Date, file with the SEC a Registration Statement covering which covers the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to the sum of (A) the number of Conversion Shares issuable upon the conversion of all outstanding Debentures based the Note plus (B) the number of Warrant Shares issuable upon the Bid Price exercise of the Warrants, 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 Note or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. Such Registration Statement may also cover the resale by other holders of shares of Common Stock issued or issuable by the Company pursuant to any equity or convertible debt financing completed by the Company prior to the SEC Filing Date. (2) Prior to the earlier of the (i) SEC Effective Date, or (ii) two (2) years from the date hereof, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file, or as to which the Company is required to request acceleration, pursuant to any obligation in effect on the date of the initial filing with the SECexecution and delivery of this Agreement. (ii3) In If at any time or from time to time after the event that Closing Date any Investor shall hold or be the beneficial owner of any Registrable Securities, other than those Registrable Securities included in the Registration Statement does that the Company is required to file under Section 8(a)(1), which Registrable Securities are not at covered by a Registration Statement, then promptly following the written demand of any time cover Investor following the requisite number issuance of such additional Registrable Securities or the issuance of any securities convertible into, exchangeable for, or otherwise entitling an Investor to acquire, such additional Registrable Securities, as provided and in 2.01 (a) (i)any event within 30 days following such demand, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, SEC a new Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional Registrable Securities) covering the resale by such Investor of such additional Registrable Securities. Such Registration Statement also shall cover, to the extent permitted by the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of shares of Common Stockadditional securities resulting from stock splits, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant stock dividends or similar transactions with respect to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares Registrable Securities. Nothing herein shall limit the Company’s obligations or any Investor’s rights under Section 6.4 of Common Stockthe Note or Section 9 of the Warrants. (b4) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i)If a Payment Event occurs, then the Company shall pay will make payments to the Investor an Buyer, in immediately available funds in lawful money of the United States, as partial liquidated damages for the minimum amount equal of damages to two 2the Buyer by reason thereof, and not as a penalty, which payments shall accrue at the rate of 1.0% percent per month of the principal amount of the Note at the time outstanding during each Payment Period. Each such payment shall be due and payable within five Business Days after the accrued interest on the Debentures (the "Outstanding Amount") for end of each calendar month or portion thereof and continuing each amount month thereafter during which any Payment Period occurs until the date termination of such Payment Period and within five Business Days after such termination. Such payments shall be in partial compensation to the Buyer, and shall not constitute the Buyer’s exclusive remedy for any Payment Event. A particular Payment Period shall terminate upon (u) the filing of the applicable Registration Statement, in the case of clause (i) of the definition of “Payment Event”; (v) the applicable SEC Effective Date for the particular Registration Statement, in the case of clause (ii) or (iii) of the definition of “Payment Event”; (w) the ability of the Buyer to effect sales pursuant to the applicable Registration Statement, in the case of clause (iv) of the definition of “Payment Event”; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (v) of the definition of “Payment Event”; (y) the issuance and delivery of the shares, in the case of clause (vi) of the definition of “Payment Event”; and (z) in the case of the events described in clauses (ii), (iii) and (iv) of the definition of “Payment Event”, the earlier termination of the Registration Statement Period, and in each such case in the preceding clauses (u) thorough (z), any Payment Period that commenced by reason of the occurrence of any Payment Event shall terminate if at the time (1) no other Payment Event is declared effective continuing or (2) subject to the rights of any transferee under Section 10(j), the Buyer no longer holds any portion of the Note or any Registrable Securities. Notwithstanding any other provision of this Section 8(a)(4) to the contrary, the Company shall not be obligated to make any payments hereunder for Payment Periods in excess of an aggregate of 548 days. If the Company fails to pay any liquidated damages pursuant to this Section in full within three days after the date payable, the Company will pay interest thereon at a rate of 16% per annum (or such lesser rate as is the highest rate permitted by applicable law) to the Commission Buyer, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (5) Notwithstanding the "2.01 (a)foregoing, the registration rights set forth in this Section 8 apply to the Note and December Closing Date Warrant. The July 2006 Warrant shall have the same registration rights mutatis mutandis as, and be registered with, the Other Warrants pursuant to the registration rights set forth in the Other Note Purchase Agreement.

Mandatory Registration. (a1) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and, as expeditiously as possible, but in no event later than the date which is 30 days after the Closing Date, file with the SEC a Registration Statement covering which covers the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to 100% of the sum of (A) the number of Conversion Shares issuable upon the conversion of all outstanding Debentures based the Note plus (B) the number of Warrant Shares issuable upon the Bid Price exercise of the Warrant, 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 Note or exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Prior to the earlier of the (i) SEC Effective Date, or (ii) two (2) years from the date hereof, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file, or as to which the Company is required to request acceleration, pursuant to any obligation in effect on the date of the initial filing with the SECexecution and delivery of this Agreement. (ii3) In If at any time or from time to time after the event that Closing Date any Investor shall hold or be the beneficial owner of any Registrable Securities, other than those Registrable Securities included in the Registration Statement does that the Company is required to file under Section 8(a)(1), which Registrable Securities are not at covered by a Registration Statement, then promptly following the written demand of any time cover Investor following the requisite number issuance of such additional Registrable Securities or the issuance of any securities convertible into, exchangeable for, or otherwise entitling an Investor to acquire, such additional Registrable Securities, as provided and in 2.01 (a) (i)any event within 30 days following such demand, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, SEC a new Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional Registrable Securities) covering the resale by such Investor of such additional Registrable Securities. Such Registration Statement also shall cover, to the extent permitted by the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of shares of Common Stockadditional securities resulting from stock splits, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant stock dividends or similar transactions with respect to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares Registrable Securities. Nothing herein shall limit the Company’s obligations or any Investor’s rights under Section 6.4 of Common Stockthe Note or Section 9 of the Warrant. (b4) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i)If a Payment Event occurs, then the Company shall pay will make payments to the Investor an Buyer, in immediately available funds in lawful money of the United States, as partial liquidated damages for the minimum amount equal of damages to two 2the Buyer by reason thereof, and not as a penalty, which payments shall accrue at the rate of 1.0% percent per month of the principal amount of the Note at the time outstanding during each Payment Period. Each such payment shall be due and payable within five Business Days after the accrued interest on the Debentures (the "Outstanding Amount") for end of each calendar month or portion thereof and continuing each amount month thereafter during which any Payment Period occurs until the date termination of such Payment Period and within five Business Days after such termination. Such payments shall be in partial compensation to the Buyer, and shall not constitute the Buyer’s exclusive remedy for any Payment Event. A particular Payment Period shall terminate upon (u) the filing of the applicable Registration Statement, in the case of clause (i) of the definition of “Payment Event”; (v) the applicable SEC Effective Date for the particular Registration Statement, in the case of clause (ii) or (iii) of the definition of “Payment Event”; (w) the ability of the Buyer to effect sales pursuant to the applicable Registration Statement, in the case of clause (iv) of the definition of “Payment Event”; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (v) of the definition of “Payment Event”; (y) the issuance and delivery of the shares, in the case of clause (vi) of the definition of “Payment Event”; and (z) in the case of the events described in clauses (ii), (iii) and (iv) of the definition of “Payment Event”, the earlier termination of the Registration Statement Period, and in each such case in the preceding clauses (u) thorough (z), any Payment Period that commenced by reason of the occurrence of any Payment Event shall terminate if at the time (1) no other Payment Event is declared effective continuing or (2) subject to the rights of any transferee under Section 10(j), the Buyer no longer holds any portion of the Note or any Registrable Securities. Notwithstanding any other provision of this Section 8(a)(4) to the contrary, the Company shall not be obligated to make any payments hereunder for Payment Periods in excess of an aggregate of 548 days. If the Company fails to pay any liquidated damages pursuant to this Section in full within three days after the date payable, the Company will pay interest thereon at a rate of 16% per annum (or such lesser rate as is the highest rate permitted by applicable law) to the Commission (Buyer, accruing daily from the "2.01 (a)date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering 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 Registrable Securities issuable upon the conversion sum of the Debentures (x) a number of shares of Common Stock equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid 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 Common Stock upon the date of the initial filing with the SEC. SEC Filing Date plus (iiy) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Common Stock, as provided in 2.01 (aSection 10(a) (iof the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate 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 registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares 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 Common Stockany 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. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month Form S-4 or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. (a) Registration is mandatory : (i) On Following the Closing Date, the Company shall prepare, and, on or prior to the issuance applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory 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 the Debentures Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the 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 additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Line Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of Credit Agreementshares of Common Stock initially included in such Registration Statement shall be no less than 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. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall have caused a prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of the all Registrable Securities issuable upon the conversion of the Debentures not already covered by an existing and effective Registration Statement for an offering to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, made on a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company continuous basis pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common StockRule 415. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures use its best efforts to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon prepare, and, on or before the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than is thirty (30) days after such datethe date hereof, file with the SEC a Registration Statement or Registration Statements (as necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration of all of the Registrable Securities) (any of which may contain a combined prospectus with other registrations by the Company), covering the resale of all of the Registrable Securities, which Registration Statement(s), to the extent allowable under the 1933 Act and the rules promulgated thereunder (including without limitation Rule 416), shall state that such Registration Statement(s) also covers such indeterminate number of additional shares (the "Indeterminate Shares") of Common Stock as may become issuable upon the adjustment of the Options as the result of any sale or issuance of Common Stock by the Company for less than its then prevailing fair market value or any stock splits, stock dividends or similar transactions requiring adjustment of the number of shares Option Shares issuable upon the exercise or conversion of Common Stockthe Options in accordance with the Option Agreements. (ii) To the extent the Indeterminate Shares for any reason cannot be registered under the Registration Statement(s) required under Section 2(a)(i) above, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registeredwith respect to such Indeterminate Shares, the Company shallshall use its best efforts to prepare, within and, on or before the date that is thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that timeIndeterminate Shares become issuable, file with the Commission an additional SEC a Registration Statement to register or Registration Statements (as necessary) on Form S-3 (or, if such additional shares form is unavailable for such a registration, on such other form as is available for such a registration of Common Stockall of the Indeterminate Shares) (any of which may contain a combined prospectus with other registrations by the Company), covering the resale of all of the Indeterminate Shares. (biii) In the event that A copy of the Registration Statement referred to in Section 2.01 (aStatement(s) (iand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) does shall be provided to (and subject to the approval of the Investors, which approval shall not cover be unreasonably withheld or denied) the requisite number of Registrable Securities, as provided in Section 2.01 Investors and their counsel prior to its filing or other submission. (aiv) (i), then the The Company shall pay use its best efforts to the Investor an amount equal to two 2% percent obtain effectiveness of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount"Registration Statement(s) for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)as soon as practicable.

Mandatory Registration. (a) Registration is mandatory : (i) On Following the date on which any or Notes are issued pursuant to the Purchase Agreement (each, an “Issuance Date”), the Company shall prepare, and file with the SEC on or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused applicable Filing Deadline a Registration Statement (the “Mandatory 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 the Registrable Securities, subject to the consent of the Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities issued on the applicable Issuance Date, 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 additional shares of Common Stock as may become issuable upon the conversion of the Debentures Notes or otherwise pursuant to be declared effective and the Company shall cause the Notes to prevent dilution resulting from changes in stock prices, stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock included in such Registration Statement shall be no less than the aggregate number of shares that are then issuable upon conversion of the Notes, and/or otherwise pursuant to remain effective until the Notes issued on the Issuance Date, without regard to any limitation on the Investors’ ability to convert the Notes. 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) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason the SEC does not permit all of the Registrable Securities have been sold. The to be included in the Registration Statement shall cover no less than filed pursuant to Section 2(a)(i) above (the “Limited Registration Statement”), the Company will first include in such Limited Registration Statement the maximum amount of Note Shares that are permitted to be so included, with each Investor having the right to sell an amount of Note Shares under such Limited Registration Statement on a pro rata basis amongst the holders of the Notes based on the number of shares of Common Stock issuable upon the conversion of all the outstanding Debentures based upon Notes, and, as soon as additional shares can be included in the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Limited Registration Statement does not at or any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i)other Registration Statement, the Company shall prepare and file will include such additional number of Note Shares as are permitted to be included by the SEC, with each Investor having the Commission, no later than thirty (30) days after right to sell an amount of Note Shares under such date, a Limited Registration Statement covering or any other Registration Statement on a pro rata basis amongst the number holders of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the Notes based on the number of shares of Common Stock into which issuable upon conversion of the Debentures may be converted exceeds the aggregate number of shares of Common Stock outstanding Notes. The Company shall continue to register all then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed unregistered Registrable Securities thereafter as permitted by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures SEC as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stockexpeditiously as possible. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) calendar days after such datethe Due Date, a Registration Statement covering the a sufficient number of shares of Common StockStock for the 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 (45) 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 provided permissible under the Securities Act. Such Registration Statement shall state that, in 2.01 (a) (i)accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends. If at any time the number of shares of Common Stock into which the Debentures Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Debenture(s) may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on such form as is applicable to register such additional the shares of Common Stock. (b) In Stock into which the event Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered which new Registration Statement referred to in Section 2.01 (a) (i) does not cover shall be filed within 45 days. The above damages shall continue until the requisite number of Registrable Securitiesobligation is fulfilled and shall be paid within 5 business days after each 30 day period, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter thereof, until the date the Registration Statement is declared effective by filed. Failure of the Commission 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 "2.01 (a)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 the terms of this Agreement, the Subscription Agreement and the Debenture.

Mandatory Registration. Within fifteen (a15) Registration is mandatory : (i) On or prior to the issuance days of the Debentures pursuant to Company filing its Form 10K for 2005, but in no event later than October 15, 2005 (the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i"Filing Deadline"), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, SEC a Registration Statement or Registration Statements (as is necessary) on Form SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration), covering the resale of all of the 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 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 which would be issuable on the date preceding the filing of the Registration Statement based on the Fixed Conversion Price (as defined in the Debenture Agreement) of the Company’s Common Stock on such date and the 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, as provided in 2.01 (a) (i). If at any time due to the remaining number of authorized shares of Common Stock into which being insufficient, the Debentures may be converted exceeds Company will use its best efforts to register the aggregate maximum number of shares it can based on the remaining balance of Common Stock then registered, authorized shares and will use its best efforts to increase the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, its authorized shares as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)soon as reasonably practicable.

Mandatory Registration. Within ten (a10) Registration is mandatory : (i) On or prior to the issuance days of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i)Closing Date, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, SEC a Registration Statement or Registration Statements (as is necessary) on Form SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration), covering the resale of all of the 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 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 which would be issuable on the date preceding the filing of the Registration Statement based on the Fixed Conversion Price (as defined in the Debenture Agreement) of the Debentures dated February 10, 2006 and the 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, as provided in 2.01 (a) (i). If at any time due to the remaining number of authorized shares of Common Stock into which being insufficient, the Debentures may be converted exceeds Company will use its best efforts to register the aggregate maximum number of shares it can based on the remaining balance of Common Stock then registered, authorized shares and will use its best efforts to increase the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, its authorized shares as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)soon as reasonably practicable.

Mandatory Registration. (a1) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and, as expeditiously as possible, but in no event later than the date which is 180 days after the Closing Date, file with the SEC a Registration Statement covering which covers the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the (A) a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the Buyer upon the conversion of all outstanding Debentures based upon the Bid Preferred Shares, and one quarter-year of accrued and unpaid dividends on the Preferred Shares at the rate specified in the Certificate of Designations, determined at the Conversion Price of which is applicable on the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that day the Registration Statement is filed with the SEC and (B) the number of Warrant Shares issuable upon exercise of the Warrant, 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 and exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. Notwithstanding the foregoing, if for any reason the SEC does not permit all of the Registrable Securities to be included in such Registration Statement to be sold by selling stockholders at any time cover prices that are “at the requisite number of Registrable Securitiesmarket”, as provided in 2.01 (a) (i), then the Company shall prepare and file with the CommissionSEC 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 thirty the date which is 45 days after the date on which the SEC shall indicate as being the first date such filing may be made. (302) Prior to the SEC Effective Date, and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment, inclusive of the Registration Statement on Form SB-2 of the Company currently on file, which the Company is required to file, or as to which the Company is required to request acceleration, pursuant to any obligation in effect on the date of execution and delivery of this Agreement or a transaction permitted under Section 5(i)(c). (3) If a Registration Event occurs, then the Company will make payments to the Buyer as partial liquidated damages for the minimum amount of damages to the Buyer by reason thereof, and not as a penalty, at the rate of 2% per month of the Purchase Price paid by the Buyer pursuant to this Agreement (excluding the Purchase Price with respect to Shares already sold or which may be sold pursuant to Rule 144(k), for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such datetermination. Such payments shall be in partial compensation to the Buyer, a and shall not constitute the Buyer’s exclusive remedy for such events. The Registration Statement covering Default Period shall terminate upon (u) the number filing of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by in the Company case of clause (i) of the definition of “Registration Event”; (v) the SEC Effective Date in the case of clause (ii) of the definition of “Registration Event”; (w) the ability of the Buyer to effect sales pursuant to the preceding sentence, if such Registration Statement has not been declared effective but in the Commission case of clause (iii) of the definition of “Registration Event”; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (iv) of the definition of “Registration Event”; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of “Registration Event”; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of “Registration Event”, the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the timetime no other Registration Event is continuing. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages hereunder shall cease when the Buyer no longer holds the Preferred Shares, to register additional shares of Common Stock into which the Debentures as provided above may be converted, Warrant or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. (a) The Company shall use commercially reasonable efforts to (i) prepare, and, (ii) on or prior to the date that is three hundred (300) calendar days after the Effective Date, file with the SEC a Registration is mandatory Statement on Form S-1 (the “Mandatory Registration”); provided, that, subject to the limitations set forth in Section 2(b), a portion of the shares of Common Stock covered by such Registration Statement may cover the resale of Registrable Securities; provided, further, that the Company shall not be required to file such Registration Statement if (A) the conditions to the Required Merger Transactions (other than the effectiveness of the Registration Statement) have not been fulfilled; or (B) the board of directors of the Company determines, in the good faith exercise of its business judgment, that market conditions are not conducive to meeting the Company’s valuation expectations. (b) Prior to the commencement of the road show related to the Mandatory Registration, the Company shall provide each Investor with written notice (the “Registration Notice”) of the anticipated price range per share in the offering, the low price in such range being referred to herein as the “Floor.” Within seven (7) calendar days after the date of the Registration Notice, each Investor may deliver to the Company written notice (the “Sale Notice”) of the percentage of such Investor’s Registrable Securities that such Investor wishes to sell in the Mandatory Registration, subject to the limitations set forth below. Any Investor that does not timely deliver a Sale Notice shall be deemed to have waived its right to sell Registrable Securities in the Mandatory Registration. The aggregate number of Registrable Securities that may be included in the Mandatory Registration shall be subject to the following limitations: (i) On or prior Subject to the issuance Section 2(b)(iii), with respect to each Investor, such Investor may include no more than 40% of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the such Investor’s Registrable Securities issuable upon in the conversion of the Debentures to Mandatory Registration; provided, that for each ▇▇▇▇▇▇ Investor, such limitation shall be declared effective and the Company 25%; provided, further, that for each Management Investor, such limitation shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SECbe 10%. (ii) In If the event that aggregate number of Registrable Securities to be included in the Mandatory Registration exceeds the product of 0.17, multiplied by the sum of (A) all shares of Common Stock other than Registrable Securities to be registered pursuant to the Registration Statement, plus (B) all shares of Registrable Securities (including Registrable Securities to be registered pursuant to the Registration Statement) (such product being the “Control Cap”), then the aggregate number of Registrable Securities included in the Mandatory Registration shall be reduced by such excess pro rata among the respective selling Investors on the basis of the number of Registrable Securities requested to be sold by each such Investor. The Company shall provide written notice to the selling Investors of any such reduction. (iii) If the aggregate number of Registrable Securities to be included in the Registration Statement does is less than the Control Cap, then the ▇▇▇▇▇▇ Investors shall have the right, but not at any time cover the requisite number obligation, to increase the percentage of the ▇▇▇▇▇▇ Investors’ Registrable SecuritiesSecurities to be include in the Mandatory Registration, as provided up to the amount of the available shortfall. (iv) If the proposed offering price in 2.01 (a) (i)the Mandatory Registration is lower than the Floor and the Company has decided to proceed with the Mandatory Registration, the Company shall prepare and file provide each selling Investor with written notice (the “Floor Notice”) of the proposed offering price range. Within seven (7) calendar days after the date of the Floor Notice, notwithstanding any Sale Notice previously delivered by such selling Investor, each such selling Investor may deliver to the Company written notice (the “Withdrawal Notice”) of such selling Investor’s desire to withdraw from participation in the Mandatory Registration. Any selling Investor that does not timely deliver a Withdrawal Notice shall be deemed to have waived its right to withdraw from participation in the Mandatory Registration. Following its receipt of any Withdrawal Notices, the Company shall comply with the Commissionprovisions of Section 2(b)(iii) if applicable. (c) If the managing underwriters of the Mandatory Registration advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering and within a price range acceptable to the Company, no later than thirty the Company shall include in such registration (30i) days after first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such dateregistration pro rata among the selling Investors on the basis of the number of Registrable Securities proposed to be sold by each such Investor, a Registration Statement covering and (iii) third, the other securities, if any, requested to be included in such registration not covered by clauses (i) or (ii) of this Section 2(c) pro rata among the holders of such securities on the basis of the number of shares of Common Stock, requested to be registered by such holders or as provided such holders may otherwise agree in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stockwriting. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) calendar days after such datethe Due Date, a Registration Statement covering the a sufficient number of shares of Common StockStock for the 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 (45) 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 provided permissible under the Securities Act. Such Registration Statement shall state that, in 2.01 (a) (iaccordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from Stock splits, or stock dividends). If at any time the number of shares of Common Stock into which the Debentures Debenture(s) may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Debenture(s) may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on such form as is applicable to register such additional the shares of Common Stock. (b) In Stock into which the event Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered which new Registration Statement referred to in Section 2.01 (a) (i) does not cover shall be filed within 45 days. The above damages shall continue until the requisite number of Registrable Securitiesobligation is fulfilled and shall be paid within 5 business days after each 30 day period, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter thereof, until the date the Registration Statement is declared effective by filed. Failure of the Commission 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 "2.01 (a)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 the terms of this Agreement, the Subscription Agreement and the Debenture.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering 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 Registrable Securities issuable upon the conversion sum of the Debentures (x) a number of shares of Common Stock equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid 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 Common Stock upon the date of the initial filing with the SEC. SEC Filing Date PLUS (iiy) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Common Stock, as provided in 2.01 (aSection 10(a) (iof the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate 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 registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares 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 Common Stockany 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. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month Form S-4 or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. If at any time the Required Holders (aas defined below) request that the Company file a Registration is mandatory : (i) On or prior Statement having an aggregate offering price to the issuance public of the Debentures pursuant to the Line of Credit Agreementnot less than Five Million Dollars ($5,000,000), the Company shall have caused use its best efforts to prepare and, as soon as practicable, file with the Commission a Registration Statement on Form S-3 covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the 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 have been soldPurchase Agreement). 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, subject to the provisions of Section 2(d) of this Agreement. The Registration Statement prepared pursuant hereto shall cover no less than register the Registrable Securities for resale, including at least 130% of the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Series AA Preferred 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 holders of at least a majority of the Common Stock upon Registrable Securities) the date “Selling Securityholders” and “Plan of Distribution” sections in substantially the initial filing with the SEC. (ii) In the event that form attached hereto as Exhibit A. The Company shall use its best efforts to have the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that timeas soon as practicable, but not later than 90 calendar days after such Investors’ request (the “Effectiveness Deadline”). The Company shall not be obligated to file with the Commission an additional a Registration Statement on Form S-1 (or, regardless of the value of the Registrable Securities covered thereby, on any other Form promulgated under the ▇▇▇▇ ▇▇▇) and cause it to register such additional shares become effective prior to the second anniversary of Common Stock. (b) In the event date hereof nor more than twice under this Section 2(a). There shall be no limit to the number of Registration Statements on Form S-3 required to be filed and to become effective under this Section 2(a); provided that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent value of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for Registrable Securities covered by each month or portion thereof and continuing each amount month thereafter until the date the Registration such registration Statement is declared effective by the Commission (the "2.01 (a)not less than $500,000.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance date which is twenty-one (21) days after the date of the Debentures pursuant Closing under the Securities Purchase Agreement (the "Closing Date"), file with the 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 the Registrable Securities, subject to the Line consent of Credit Agreementthe Initial Investors, the Company shall have caused a Registration Statement 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 the conversion of the Debentures to be declared effective Preferred Stock and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants (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 terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that initially included in the Registration Statement does not at any time cover shall be no less than two (2) times the requisite number of Registrable SecuritiesConversion Shares, as provided in 2.01 (a) (i)plus the number of Warrant Shares, that are then issuable upon conversion of the Company shall prepare Preferred Stock and file with the Commissionexercise of the Warrants, no later than thirty (30) days after such datewithout regard to any limitation on the Investor's ability to convert the Preferred Stock or exercise the Warrants; provided, a Registration Statement covering however, that the number of shares of Common Stock, as provided initially included in 2.01 (a) (i)the Registration Statement shall not exceed 2,153,344. If at any time The Company acknowledges that the number of shares to be initially included in the Registration Statement will represent a good faith estimate of Common Stock into which the Debentures may be converted exceeds the aggregate maximum number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent issuable upon conversion of the principal amount Preferred Stock and exercise of the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit AgreementPromptly, but no later than thirty days after, the Company shall have caused a Registration Statement covering Closing Date (the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i“Filing Deadline”), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject, in the case of clause (ii) above, to the Majority Common Investors’ prior written consent), covering the resale of the Registrable Securities in an amount at least equal to the Warrant Shares (the “Initial Registration Statement”). The Initial Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of additional shares of Common Stock into which resulting from stock splits, stock dividends, similar transactions or other adjustments provided for in the Debentures may be converted exceeds Warrant with respect to the aggregate number of Registrable Securities. The Initial Registration Statement shall not include any shares of Common Stock then registeredor other securities for the account of any other holder without the prior written consent of the Majority Common Investors. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 2.4(a)(iii) to the Common Investors and their counsel prior to its filing or other submission. (b) At such time as additional shares of Common Stock (“Additional Shares”) become issuable upon the exercise of the Warrant (whether due to an adjustment under the Warrant or otherwise), the Company shall, within thirty (30) days after receipt of a written notice from shall prepare and file with the Investor, either (a) SEC one or more Registration Statements on Form S-3 or amend the any Registration Statement filed by the Company pursuant to the preceding sentenceSection 2.1(a), if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) such other form of registration statement as is then available to effect a registration for resale of such Additional Shares, subject, in the case of clause (ii) above, to the Majority Common Investors’ prior written consent) covering the resale of the Additional Shares, but only to the Commission extent the Additional Shares are not at the timetime covered by an effective Registration Statement. Such Registration Statement also shall cover, to register the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock into which resulting from stock splits, stock dividends or similar transactions with respect to the Debentures as provided above may be converted, or (b) if such Additional Shares. Such Registration Statement has been declared effective shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Majority Common Investors. (c) Notwithstanding the registration obligations set forth in this Section 2.1, in the event that the SEC informs the Company that all of the Registrable Securities may not, as a result of the application of Rule 415 or any other applicable securities law, rule or regulation, be registered for resale as a secondary offering on a single registration statement, the Company agrees to (i) promptly inform each of the Common Investors thereof, and (ii) use all best efforts to promptly file amendments to the Initial Registration Statement as required by the Commission at and/or (iii) promptly withdraw the Initial Registration Statement and promptly file a new registration statement (a “New Registration Statement”), in either case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that timeprior to filing such amendment or New Registration Statement, file the Company shall be obligated to use all reasonable best efforts to advocate with the Commission an additional Registration Statement to register such additional shares SEC for the registration of Common Stock. (b) all of the Registrable Securities in accordance with the SEC Guidance, including the Manual of Publicly Available Telephone Interpretations D.29. In the event that the Company amends the Initial Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securitiesor files a New Registration Statement, as provided in Section 2.01 the case may be, under clauses (aii) or (i)iii) above, then the Company shall pay will use all reasonable best efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Investor an amount equal Company or to two 2% percent registrants of the principal amount and the accrued interest securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Debentures Initial Registration Statement, as amended, or the New Registration Statement (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the “Remainder Registration Statement is declared effective by the Commission (the "2.01 (aStatements”).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to Following the issuance date of the Debentures pursuant to the Line of Credit this Agreement, the Company shall have caused prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory 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, subject to the consent of the Required Investors, which consent shall not be unreasonably withheld), or file one or more prospectus supplements to an effective Shelf Registration Statement of the Company, covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities, which Registration Statement (or prospectus supplement), to the extent allowable under the Securities have been soldAct and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement (or prospectus supplement) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion (as applicable) of or otherwise pursuant to or in respect of the Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon initially included in such Registration Statement (or prospectus supplement) shall be no less than 54,968,244, subject to adjustment for any Stock Event occurring prior to the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the effective date of the initial filing with the SECsuch Registration Statement. (iii) In If for any reason, despite the event that Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in any Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (aor prospectus supplement) filed pursuant to Section 2(a)(i) (iand subject to Section 3(j) below), the Company shall prepare and file with the CommissionSEC does not permit all such Registrable Securities to be included in such Registration Statement, no later than thirty (30) days after or for any other reason any such date, Registrable Securities are not then included in a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (iprospectus supplement), then the Company shall pay prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional 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 the Investor an amount equal to two 2% percent effect a Registration of the principal amount Registrable Securities) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (ii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” in substantially the accrued form attached hereto as Exhibit A. If requested by the holders of a majority-in-interest on of the Debentures (Registrable Securities to be included in such Registration Statement, the Company shall incorporate in the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date plan of distribution" such information as such holders may reasonably request to have included therein. No Investor shall be named as an “underwriter” in the Registration Statement is declared effective by without the Commission Investor’s prior written consent. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the "2.01 Required Investors and Legal Counsel (a)as defined below) prior to its filing or other submission.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare, and not later than January 29, 1999, file with the SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor or its assignees of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock issuable upon at least equal to the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Initial Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) Amount. If (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be less than the then applicable Registration Amount or (ii) the Second Tranche Shares and the Aura Repricing Shares issuable upon exercise of the Second Tranche Repricing Rights are not permitted to be included in the initial 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 Debentures may be converted exceeds Registration Statement filed pursuant to the aggregate first sentence of this Section 2(a)), covering such number of shares of Common Stock then at least equal to the difference between the Registration Amount and the number of shares previously registered, the Company shall, within thirty (30) days after receipt . For all purposes of a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to this Section 2(a). No securities other than the Registrable Securities and the securities registrable pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Other Registration Rights Agreements may be included in any Registration Statement is declared effective by the Commission (the "2.01 (a)filed pursuant to this Agreement.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to thirty (30) days from the issuance date of Closing (as defined in the Debentures pursuant to Securities Purchase Agreement) (the Line of Credit Agreement"FILING DATE"), file with the Company shall have caused 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 the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the 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 additional shares of Common Stock as may become issuable upon the conversion of or otherwise pursuant to the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of (i) the number of Conversion Shares that are then issuable upon the conversion of all outstanding the Debentures and Additional Debentures (based upon on the Bid Variable Conversion Price of as would then be in effect and assuming the Common Stock upon Variable Conversion Price is the date of the initial filing with the SEC. Conversion Price at such time) plus (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesWarrant Shares that are then issuable upon exercise of the Warrants and the Additional Warrants, as provided in 2.01 (a) (i), without regard to any limitation on the Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. The Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares issuable upon conversion of Common Stock into which the Debentures may be converted exceeds and the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent Additional Warrants and upon exercise of the principal amount Warrants and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Additional Warrants.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to January 29, 1999, file with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering least equal to the number of shares Warrant Shares (determined without regard to the limitations on beneficial ownership contained in Section 1.1(b) of Common Stock, as provided in 2.01 (a) (ithe Warrants). If at any time the number of shares of Common Stock into 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 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 Debentures may be converted exceeds Registration Statement filed pursuant to the aggregate first sentence of this Section 2(a)), covering such number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt as shall be sufficient to permit such conversion and exercise. For all purposes of a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement has 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 been declared effective but include securities to be sold for the Commission at account of any selling security holder other than (i) the timeInvestors and the holder of the other Warrants issued pursuant to the Letter Agreement, (ii) holders of warrants to register additional purchase 10,000 shares of Common Stock into which to be initially issued to an investment banking firm or its designees, (iii) the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective investors contemplated by the Commission at that time, file registration rights agreements entered ino by the Company in connection with the Commission an additional Registration Statement to register such additional Subscription Agreements and (iv) 60,000 shares of Common StockStock to be issued in connection with a software license agreement. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month Form S-4 or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. (a1) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and, as expeditiously as possible, but in no event later than December 29, 2004, file with the SEC a Registration Statement covering which covers the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the (A) a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the Buyer upon the conversion of all outstanding Debentures based upon the Bid Preferred Shares, and one quarter-year of accrued and unpaid dividends on the Preferred Shares at the rate specified in the Certificate of Designations, determined at the Conversion Price of which is applicable on the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that day the Registration Statement is filed with the SEC and (B) the number of Warrant Shares issuable upon exercise of the Warrant, 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 and exercise of the Warrant to prevent dilution resulting from stock splits, stock dividends or similar transactions. Notwithstanding the foregoing, if for any reason the SEC does not permit all of the Registrable Securities to be included in such Registration Statement to be sold by selling stockholders at any time cover prices that are “at the requisite number of Registrable Securitiesmarket”, as provided in 2.01 (a) (i), then the Company shall prepare and file with the CommissionSEC 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 thirty the date which is 45 days after the date on which the SEC shall indicate as being the first date such filing may be made. (302) Prior to the SEC Effective Date, and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment, inclusive of the Registration Statement on Form SB-2 of the Company currently on file, which the Company is required to file, or as to which the Company is required to request acceleration, pursuant to any obligation in effect on the date of execution and delivery of this Agreement or a transaction permitted under Section 5(i)(c). (3) If a Registration Event occurs, then the Company will make payments to the Buyer as partial liquidated damages for the minimum amount of damages to the Buyer by reason thereof, and not as a penalty, at the rate of 2% per month of the Purchase Price paid by the Buyer pursuant to this Agreement (excluding the Purchase Price with respect to Shares already sold or which may be sold pursuant to Rule 144(k), for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such datetermination. Such payments shall be in partial compensation to the Buyer, a and shall not constitute the Buyer’s exclusive remedy for such events. The Registration Statement covering Default Period shall terminate upon (u) the number filing of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by in the Company case of clause (i) of the definition of “Registration Event”; (v) the SEC Effective Date in the case of clause (ii) of the definition of “Registration Event”; (w) the ability of the Buyer to effect sales pursuant to the preceding sentence, if such Registration Statement has not been declared effective but in the Commission case of clause (iii) of the definition of “Registration Event”; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (iv) of the definition of “Registration Event”; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of “Registration Event”; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of “Registration Event”, the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the timetime no other Registration Event is continuing. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages hereunder shall cease when the Buyer no longer holds the Preferred Shares, to register additional shares of Common Stock into which the Debentures as provided above may be converted, Warrant or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, no later than thirty if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Purchaser and the provisions of Section 2(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 $3,000,000 in maximum principal amount of, 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 date, a Registration Statement covering the Statement(s) also covers such indeterminate number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of additional shares of Common Stock into which as may become issuable (i) upon conversion of the Debentures may be converted exceeds Bridge Notes and exercise of the aggregate number 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 100% of the Conversion Shares and the Purchaser Warrant Shares, subject to adjustment as provided in Section 3(b) hereof, and such registered shares of Common Stock then registeredshall 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, shall use its best efforts to have the Registration Statement declared effective by the SEC within thirty ninety (3090) days after the Filing Deadline (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a written "no review" notice from the Investor, either (a) amend the SEC. Such Registration Statement filed by shall be kept current and effective for a period of twelve (12) months from the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Closing Date. {THIS SUBSECTION WILL NEED TO BE REVISED SLIGHTLY TO REFLECT TERMS OF AGREEMENT ON TIMING OF REGISTRATION}

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance date which is 90 days after the date of the Debentures pursuant to closing under the Line of Credit AgreementPurchase Agreement (the "Closing Date"), file with the Company shall have caused SEC a Registration Statement on Form S-3 covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of at least 1,200,000 shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of as Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a which Registration Statement covering shall state that, in accordance with Rule 415 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Shares or exercise of the Warrants to prevent dilution resulting from stock splits, as provided stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares or the exercise price of the Warrants in accordance with the respective terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion of the Preferred Shares and the exercise in full of the unexercised Warrants, then registeredpromptly, but in no event later than 30 days after such insufficiency shall occur, the Company shallshall file with the SEC any required 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 correct such insufficiency; provided, however, that the Company shall not be required to file more than one such additional Registration Statement per calendar quarter. For all purposes of this Agreement (other than Section 2(c) hereof) each 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 Company shall promptly, but in any event within thirty (30) days after of its receipt of written notice, comply with the request of Investors holding a written notice from majority in interest of the InvestorRegistrable Securities that the Company file an amendment to the plan of distribution of the Registration Statement, either (a) amend including, but not limited to, a request for an underwritten public offering; provided, however, that the Company shall not file more than one such amendment to the plan of distribution of the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stockper calendar year. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance earlier to occur of (i) ten (10) days from the Funding Date (as defined in the Section 1(d) of the Debentures pursuant Securities Purchase Agreement) occurring in December 2003 or (ii) thirty (30) days from the date of termination of this transaction as set forth in Section 1(d) of the Securities Purchase Agreement (such earlier date being referred to herein as the Line of Credit Agreement"FILING DATE"), file with the Company shall have caused 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 the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the 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 additional shares of Common Stock as may become issuable upon the conversion of or otherwise pursuant to the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided initially included in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may shall be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor no less than an amount equal to two (2% percent ) times the sum of the principal amount and the accrued interest on number of Conversion Shares that are then issuable upon conversion of the Debentures (based on the "Outstanding Amount") for each month Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time), and the number of Warrant Shares that are then issuable upon exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Debentures or portion thereof and continuing each amount month thereafter until exercise the date Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement is declared effective by represents a good faith estimate of the Commission (maximum number of shares issuable upon conversion of the "2.01 (a)Debentures and upon exercise of the Warrants.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to January 29, 1999, file with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering 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 Registrable Securities issuable upon the conversion sum of the Debentures (x) a number of shares of Common Stock equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date assuming a Conversion Percentage (as defined in the Certificate of Designations) of 92% (and determined without regard to the limitations on conversion contained in the 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 Common Stock upon Subscription Agreement, the date proviso to the second sentence of Section 10(a) of the initial filing with Certificate of Designations, and Section 1.1(b) of the SEC. (iiWarrants) In and the event that the Registration Statement does not at any time cover the requisite number resale of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common Stock, Stock as provided the Company shall in 2.01 (a) (i)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 into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate 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 registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement has 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 been declared effective but include securities to be sold for the Commission at account of any selling security holder other than (i) the timeInvestors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement, to register additional (ii) 60,000 shares of Common Stock into which the Debentures as provided above may to be converted, or issued in connection with a certain software license agreement and (biii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional 100,000 shares of Common StockStock 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. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month Form S-4 or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. (a1) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and, as expeditiously as possible, but in no event later than the date which is 90 days after the Closing Date, file with the SEC a Registration Statement covering which covers the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the (A) a number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not equal to at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering least the number of shares of Common StockConversion Shares issuable to the Buyer under the Note, determined as provided if the Note, together with at least 90 days accrued and unpaid interest thereon, were converted in 2.01 full at the Conversion Price in effect on the SEC Filing Date, (aB) (i). If at any time the a number of shares of Common Stock into which equal to the Debentures may be converted exceeds number of Warrant Shares issuable upon exercise of the aggregate Warrant, and (C) such additional number of shares of Common Stock then registered, as the Company shallshall in its discretion determine to register in connection with the issuance of the Interest Shares, within thirty (30) days after receipt of a written notice from in each such case as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Investor1933 Act, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if also covers such Registration Statement has not been declared effective but the Commission at the time, to register indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedNote or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stocksimilar transactions. (b2) In Prior to the event that SEC Effective Date, and during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file, or as provided to which the Company is required to request acceleration, pursuant to any obligation in Section 2.01 effect on the date of execution and delivery of this Agreement. (a3) (i)If a Registration Event occurs, then the Company shall pay will make payments to the Investor an Buyer as partial liquidated damages for the minimum amount equal of damages to two the Buyer by reason thereof, and not as a penalty, at the rate of 2% percent per month of the principal amount and Purchase Price paid by the accrued interest on Buyer pursuant to this Agreement (excluding the Debentures (the "Outstanding Amount") Purchase Price with respect to Shares already sold or which may be sold pursuant to Rule 144(k), for each calendar month or portion thereof of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and continuing payable within five (5) days after the end of each amount calendar month thereafter of the Registration Default Period until the date termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Buyer, and shall not constitute the Buyer's exclusive remedy for such events. The Registration Default Period shall terminate upon (u) the filing of the Registration Statement in the case of clause (i) of the definition of "Registration Event"; (v) the SEC Effective Date in the case of clause (ii) of the definition of "Registration Event"; (w) the ability of the Buyer to effect sales pursuant to the Registration Statement in the case of clause (iii) of the definition of "Registration Event"; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (iv) of the definition of "Registration Event"; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of "Registration Event"; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of "Registration Event", the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the time no other Registration Event is declared effective by continuing. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the Commission (United States. Amounts payable as partial liquidated damages hereunder shall cease when the "2.01 (a)Buyer no longer holds the Notes, the Warrant or Registrable Securities.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to December 31, 1998, file with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2, which, on the date of filing with the SEC, covers the resale by the Initial Investor or its assignees of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock issuable upon at least equal to the conversion sum of all outstanding Debentures based upon the Bid Price (x) 150% of the Common Stock upon the date sum of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares Initial Shares and Optional Shares, plus (y) the number of Common Stock, as provided in 2.01 (a) (i)Warrant Shares. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of Reset Shares and Repurchase Shares issuable pursuant to the Subscription Agreement or the number of shares of Common Stock issuable upon exercise of the unexercised portions of Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3, within thirty or, if Form S-3 is not available, Form S-1 or S-2 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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 cover such Reset Shares and Repurchase Shares and permit such exercises. 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to sixty (60) days from the issuance date of Closing (as defined in the Debentures pursuant to Securities Purchase Agreement) (the Line of Credit Agreement"FILING DATE"), file with the Company shall have caused 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 the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the 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 additional shares of Common Stock as may become issuable upon the conversion of or otherwise pursuant to the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of (i) the number of Conversion Shares that are then issuable upon the conversion of all outstanding the Debentures and Additional Debentures (based upon on the Bid Variable Conversion Price of as would then be in effect and assuming the Common Stock upon Variable Conversion Price is the date of the initial filing with the SEC. Conversion Price at such time) plus (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesWarrant Shares that are then issuable upon exercise of the Warrants and the Additional Warrants, as provided in 2.01 (a) (i), without regard to any limitation on the Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. The Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares issuable upon conversion of Common Stock into which the Debentures may be converted exceeds and the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent Additional Warrants and upon exercise of the principal amount Warrants and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Additional Warrants.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance date which is sixty (60) days after the date of the Debentures pursuant to Closing under the Line of Credit AgreementSecurities Purchase Agreement (the "Closing Date"), file with the Company shall have caused 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 the Registrable Securities, subject to the consent of the Investor, 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 the conversion of the Debentures to be declared effective Preferred Stock and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants (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 terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of the number of Conversion Shares and Warrant Shares that are then issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Stock and the exercise of the Common Warrants, without regard to any limitation on the Investor's ability to convert the Preferred Stock upon or exercise the date of the initial filing with the SEC. (ii) In the event Warrants. The Company acknowledges that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent issuable upon conversion of the principal amount Preferred Stock and exercise of the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. The Company shall prepare, and, on or ---------------------- after the tenth (a10/th/) Registration is mandatory : Business Day (ias defined in the Redemption and Exchange Agreement) On or prior to following the issuance date of the Debentures filing of the Announcing Form 8-K (as defined in Section 4(f) of the Redemption and Exchange Agreement) pursuant to Section 4(f) of the Line Redemption and Exchange Agreement, but in no event later than the twentieth (20/th/) Business Day following the date of Credit Agreementsuch filing (the "Filing Deadline"), file with the SEC the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall have caused use such other form as is available for such a Registration Statement covering registration, subject to the resale provisions of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been soldSection 2(d). The Registration Statement prepared pursuant hereto shall cover no less than the register for resale at least that number of shares of Common Stock issuable upon equal to the conversion sum of all outstanding Debentures based upon (i) the Bid Price of Registrable Securities relating to the Common Stock upon the date of the initial filing with the SEC. Shares, (ii) In the event that product of (w) 1.25 and (x) the Registration Statement does not at any time cover Registrable Securities relating to the requisite number Series B Preferred Shares, (iii) the product of (y) 1.25 and (z) the Registrable SecuritiesSecurities relating to the Series C Preferred Shares and (iv) the Registrable Securities relating to the Series D Preferred Shares, in each case, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until trading day immediately preceding the date the Registration Statement is initially filed with the SEC (as if the closing of the transactions contemplated by the Redemption and Exchange Agreement occurred on such date), subject to adjustment as provided in Section 2(e). The Company shall use its best efforts to have the Registration Statement declared effective by the Commission SEC as soon as practicable, but in no event later than the date which is 60 days after the Closing Date (as defined in the Redemption and Exchange Agreement) (the "2.01 (aEffectiveness Deadline").

Mandatory Registration. Except as described in sections 2.1(b), 2.1(c) and 2.1(d): The Company shall prepare and file with the SEC on or before May 7, 2002 (athe "Filing Deadline") Registration a registration statement on Form S-3 (or, if Form S-3 is mandatory : (i) On or prior not then available, on such form of registration statement that is then available to the issuance effect a registration of all Registrable Securities, subject to consent of the Debentures pursuant to Investors holding at least a majority of the Line Registrable Securities) for the purpose of Credit Agreement, registering under the Company shall have caused a Registration Statement covering the resale Securities Act all of the Registrable Securities issuable upon for resale by, and for the conversion of account of, the Debentures to be declared effective and Holders as selling stockholders thereunder (the "Registration Statement"). The Company shall use best efforts to cause the Registration Statement to remain become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all of the Registrable Securities have been sold(A) are sold and (B) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the "Registration Withdrawal Date". If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall cover no less than issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Registration Warrant")), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price on exercise of the Common Stock upon Warrants issued to that Holder. At the date end of the initial filing with the SEC. each thirty (ii30) In the event day period (or a portion thereof) after May 7, 2002, that the Registration Statement does has not at any time cover been filed with the requisite number of Registrable Securities, as provided in 2.01 (a) (i)SEC, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, issue to each Holder a Registration Statement covering the Warrant to acquire that number of shares of Common Stock, as provided in 2.01 Stock equal to (aA) ten percent (i). If at any time 10%) of the number of shares of Common Stock into issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, days during such thirty-day period before the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend date on which the Registration Statement was filed by with the Company pursuant to SEC and the preceding sentence, if such denominator of which is thirty. If the Registration Statement has not been declared effective but by the Commission at SEC on or before June 21, 2002, the time, Company shall issue to register additional each Holder a Registration Warrant to acquire that number of shares of Common Stock into which equal to ten percent (10%) of the Debentures as provided above may be convertednumber of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after June 21, or (b) if such 2002, that the Registration Statement has not been declared effective by the Commission at SEC, the Company shall issue to each Holder a Registration Warrant to acquire that time, file with the Commission an additional Registration Statement to register such additional number of shares of Common Stock. Stock equal to (bA) In ten percent (10%) of the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of Common Stock issuable on exercise of the principal amount and Warrants issued to that Holder, multiplied by (B) a fraction, the accrued interest on numerator of which is the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the Commission SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a) to the contrary, with respect to Second Addendum Registrable Securities: The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Second Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Second Addendum Registrable Securities) or (B) an amendment to the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the Second Addendum Registrable Securities for resale by, and for the account of, the Holders of Second Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Registration Statement, as the case may be, is referred to herein as the "Second Registration Statement"). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Second Addendum Registrable Securities are sold and can be sold by all the Holders of Second Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall issue to each Holder of Second Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Second Registration Warrant")), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a) or 2.1(b) to the contrary, with respect to Third Addendum Registrable Securities: The Company shall prepare and file with the SEC not later than the earlier of August 16, 2002, and one week after each of the Registration Statement and Second Registration Statement is declared effective by the SEC (the "2.01 Required Filing Date"), (aA) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Third Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Third Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a) or the Second Registration Statement described in section 2.1(b), for the purpose of registering under the Securities Act all of the Third Addendum Registrable Securities for resale by, and for the account of, the Holders of Third Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the "Third Registration Statement"). The Company shall use best efforts to cause the Third Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Third Addendum Registrable Securities are sold and can be sold by all the Holders of Third Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Third Registration Statement with the SEC on or before the Required Filing Date, the Company shall issue to each Holder of Third Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Third Registration Warrant")), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Filing Date that the Third Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement was filed with the SEC and the denominator of which is thirty. If the Third Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the "Required Effective Date"), the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Effective Date that the Third Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a), 2.1(b) or 2.1(c) to the contrary, with respect to Fourth Addendum Registrable Securities: The Company shall prepare and file with the SEC not later than the earlier of five business days after the Closing Date and three business days after each of the Registration Statement, the Second Registration Statement and Third Registration Statement is declared effective by the SEC (the "Fourth Addendum Required Filing Date"), (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Fourth Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Fourth Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a), the Second Registration Statement described in section 2.1(b) or the Third Registration Statement described in section 2.1(c), for the purpose of registering under the Securities Act all of the Fourth Addendum Registrable Securities for resale by, and for the account of, the Holders of Fourth Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the "Fourth Registration Statement"). The Company shall use best efforts to cause the Fourth Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Fourth Addendum Registrable Securities are sold and can be sold by all the Holders of Fourth Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Fourth Registration Statement with the SEC on or before the Fourth Addendum Required Filing Date, the Company shall issue to each Holder of Fourth Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Fourth Registration Warrant")), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Filing Date that the Fourth Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement was filed with the SEC and the denominator of which is thirty. If the Fourth Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the "Fourth Addendum Required Effective Date"), the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Effective Date that the Fourth Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. (a) Registration is mandatory : (i1) On or prior to before the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i)Required Filing Date, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, SEC a Registration Statement covering which covers the number resale by the Buyers of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the a number of shares of Common Stock into which equal to at least the Debentures may be converted exceeds the aggregate number of shares Conversion Shares issuable to each Buyer upon conversion of Common Stock then registeredthe Preferred Shares, and one quarter-year of accrued and unpaid dividends on the Company shallPreferred Shares at the rate specified in the Certificate of Designations, within thirty (30) days after receipt of a written notice from determined at the Investor, either (a) amend Conversion Price which is applicable on the day the Registration Statement is filed by with the Company pursuant to SEC and (B) the preceding sentencenumber of Warrant Shares issuable upon exercise of the Warrants, if and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, such Registration Statement has not been declared effective but the Commission at the time, to register also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedPreferred Shares exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stocksimilar transactions. (b2) In Prior to the event that SEC Effective Date, and during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file, or as provided to which the Company is required to request acceleration, pursuant to any obligation in Section 2.01 effect on the date of execution and delivery of this Agreement. (a3) (i)If a Registration Event occurs, then the Company shall pay will make payments to each Buyer as partial liquidated damages for the Investor an minimum amount equal of damages to two 2that Buyer by reason thereof, and not as a penalty, at the rate of 1% percent per month of the principal amount and Purchase Price paid by that Buyer pursuant to this Agreement (excluding the accrued interest on the Debentures (the "Outstanding Amount") Purchase Price with respect to Shares already sold or which may be sold pursuant to Rule 144(k), for each calendar month or portion thereof of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and continuing payable within five (5) days after the end of each amount calendar month thereafter of the Registration Default Period until the date termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to each Buyer, and shall not constitute the Buyers’ exclusive remedy for such events. The Registration Default Period shall terminate upon (u) the filing of the Registration Statement in the case of clause (i) of the definition of “Registration Event”; (v) the SEC Effective Date in the case of clause (ii) of the definition of “Registration Event”; (w) the ability of each Buyer to effect sales pursuant to the Registration Statement in the case of clause (iii) of the definition of “Registration Event”; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (iv) of the definition of “Registration Event”; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of “Registration Event”; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of “Registration Event”, the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the time no other Registration Event is declared effective by continuing. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the Commission (United States. Amounts payable as partial liquidated damages hereunder shall cease when a Buyer no longer holds the "2.01 (a)Preferred Shares or Registrable Securities.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than Within thirty (30) days after such dateof the Initial Closing Date, the Company shall file with the 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 Shares that are issuable upon conversion of Common 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 provided the case may be, shall state that, in 2.01 (a) (i)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 of Common Stock Shares into which the Debentures Series A Preferred Stock may be converted exceeds the aggregate difference between the total number of shares Shares registered and 50,000 (as adjusted in accordance with the terms of Common Stock then registeredthe Warrants), the Company shall, within thirty ten (3010) business days after receipt of a written notice from the Investorany Purchaser, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission at the that time, to register additional shares of Common Stock all Ordinary Shares into which the Debentures as provided above Series A Preferred Stock may be converted, or (bii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on Form 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 additional shares Registration Statement or amended Registration Statement, as the case may be, to become effective within ninety (90) days following the Initial Closing Date (or, if the Commission elects to conduct a review of Common 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 have the effect set forth in the Certificate of Designation relating to the Series A Preferred Stock. (b) In the event that . The Company shall keep the Registration Statement referred effective pursuant to in Section 2.01 (a) Rule 415 at all times until such date as is the earlier of (i) does not cover the requisite number date on which all of the Registrable Securities, as provided Securities have been sold and (ii) the date on which the Registrable Securities (in Section 2.01 (a) (i), then the Company shall pay opinion of counsel to the Investor an amount equal Purchasers) may be immediately sold without restriction (including without limitation as to two 2% percent of volume by each holder thereof) without registration under the principal amount and the accrued interest on the Debentures Securities Act (the "Outstanding AmountRegistration Period") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. Subject to this Subsection 2(a), the Company shall prepare and, on or before March 11, 1999 (athe "First Filing Date", and thereafter within 45 days after each Closing Date (as defined in the Securities Purchase Agreement) (each a "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is mandatory : 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 or upon the conversion of Debentures (iassuming conversion at the Floor Conversion Price) On or prior exercise of Warrants issued at such Closing, subject to the issuance consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 1,410,417 Registrable Securities following the First Closing and 1,970,834 Registrable Securities following each of the Second and Third Closings, which Registration Statements, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall each 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 pursuant and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities initially set forth in each Registration Statement shall be allocated to the Line Investors as set forth in Section 11(k) hereof. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of Credit 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. Notwithstanding anything to the contrary contained in this Agreement, the Company shall have caused the right to defer the filing of a Registration Statement covering (i) for such reasonable period of time until the resale Company receives or prepares financial statements for the fiscal period most recently ended prior to such written request, if necessary to avoid the use of stale financial statements or (ii) for a reasonable period of time not to exceed 90 days if the Registrable Securities issuable upon Company would be required to divulge in such Registration Statement the conversion existence of the Debentures any fact relating to a material business transaction or negotiation not otherwise required to be declared effective disclosed and the Board of Directors of the Company shall cause determine in good faith that the Registration Statement to remain effective until all disclosure of such fact at such time would not be in the best interest of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding AmountDeferral Period") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering 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 (1) if Rule 416 under the Registrable Securities issuable upon Act is applicable to the conversion Preferred Stock, the sum of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than (x) the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Articles of Amendment), plus (y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare in its discretion determine to register to permit the issuance of Dividend Shares and file the resale of the shares of Common Stock issuable upon conversion thereof, 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 Dividend Shares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with the Commissionterms thereof; or (2) if Rule 416 under the Securities Act is not applicable to the Preferred Stock, no later than thirty the sum of (30x) days after such date, a Registration Statement covering number of shares of Common Stock equal to 175% of the number of shares of Common StockStock issuable upon conversion of the Preferred Shares, determined as provided if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in 2.01 full on the SEC Filing Date (aand determined without regard to the limitations on conversion contained in the Articles of Amendment) plus (i)y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in 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 into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and Dividend Shares or the unexercised portion of the Warrants, then registeredpromptly, but in no event later than 30 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Issuance Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Holder of the Registrable Securities issuable upon the conversion a number of the Debentures shares of Common Stock at least equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price exercise of the Common Stock upon Warrants, determined as if the Warrants were exercised in full on the date of filing of the initial filing Registration Statement with the SEC. (ii) In the event that the , and which Registration Statement does not at any time cover shall state that, in accordance with Rule 416 under the requisite Securities Act, such Registration Statement also covers such indeterminate number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of additional shares of Common StockStock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, as provided in 2.01 (a) (i)stock dividends or similar transactions. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on exercise in full of the Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement has not been declared effective but as they shall have with respect to the Commission at initial Registration Statement required to be filed by the timeCompany pursuant to this Section 2(a). The Registration Statement required to be filed pursuant to this Section 2(a) may also cover the resale (i) by Advantage Fund II Ltd., to register additional a British Virgin Island corporation ("Advantage"), and its transferees of shares of Common Stock into which issuable to such investor (x) upon the Debentures as provided above may be converted, or conversion of shares of preferred stock purchased by Advantage on the date hereof and (by) if such Registration Statement has been declared effective by upon the Commission at that time, file with the Commission an additional Registration Statement exercise of warrants to register such additional purchase shares of Common Stock. Stock issuable upon conversion of such preferred stock, and (bii) In any of the event shares of Common Stock covered by items 1 through 13 of Schedule 3(b) to that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number certain Subscription Agreement, dated as of Registrable SecuritiesDecember 3, as provided in Section 2.01 (a) (i)1997, then between the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Advantage.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 60 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 (or, if the Company does not meet the requirements of Form S-3, then on Form S-1 or another appropriate form) 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 (1) if Rule 416 under the Registrable Securities issuable upon 1933 Act is applicable to the conversion of Note, the Debentures to be declared effective Interest Notes, the Preferred Shares, and the Company shall cause Dividend Shares, the Registration Statement to remain effective until all sum of the Registrable Securities have been sold. The Registration Statement shall cover no less than (x) the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Note and the Preferred Shares, determined as if the Note and the Preferred Shares, together with accrued and unpaid interest and dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the limitations on conversion contained in the Note or the Statement of Resolution or the limitations on beneficial ownership contained in Section 2.1 of the Note and in the proviso to the second sentence of Section 10(a) of the Statement of Resolution), plus (y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare in its discretion determine to register to permit the issuance of Interest Notes and file Dividend Shares and the resale of the shares of Common Stock issuable upon conversion thereof, 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 Note, the Preferred Shares, the Interest Notes, and the Dividend Shares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with the Commissionterms thereof 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 Interest Notes and Dividend Shares and the resale of the shares of Common Stock issuable upon conversion thereof; or (2) if Rule 416 under the 1933 Act is not applicable to the Note and the Series D Preferred Stock, no later than thirty the sum of (30x) days after such date, a Registration Statement covering number of shares of Common Stock equal to 175% of the number of shares of Common StockStock issuable upon conversion of the Note and the Preferred Shares, determined as provided if the Note and the Preferred Shares, together with accrued and unpaid interest and dividends thereon, were converted in 2.01 full on the SEC Filing Date (aand determined without regard to the limitations on conversion contained in the Note or the Statement of Resolution or the limitations on beneficial ownership contained in Section 2.1 of the Note and in the proviso to the second sentence of Section 10(a) of the Statement of Resolution) plus (i)y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in 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 Interest Notes and 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 into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Note, Interest Notes, Preferred Shares and Dividend Shares or the unexercised portion of the Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3 or, within thirty if the Company does not meet the requirements of Form S-3, then on Form S-1 or another appropriate form (30) days after receipt of in any such case which shall not constitute a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2, 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 Registrable Securities issuable upon the conversion sum of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than (x) the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Common Stock upon Certificate of Designations), plus (y) the date number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the initial filing with Warrants) and the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number resale of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common StockStock as the Company shall in its discretion determine to register in connection with the conversion of Dividend Shares, 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 provided may become issuable upon conversion of the Preferred Shares and Dividend Shares or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and Dividend Shares or the unexercised portions of Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3, within thirty or, if Form S-3 is not available, Form S-1 or S-2 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused prepare and, on or before the twentieth (20th) day following the Closing Date (the "Filing Date"), file with the 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, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the at least 1,010,000 Registrable Securities issuable upon the conversion (200% of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the maximum number of shares of Common Stock issuable upon the full conversion of all outstanding Debentures or otherwise with respect to the Preferred Stock (based on the Conversion Price (as defined in the Certificate of Designation) in effect on the Closing Date), plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Warrants), 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 also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (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 in accordance with the terms thereof (including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent the Closing Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (idecreases). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if The Registrable Securities initially set forth in such Registration Statement has not been declared effective but shall be allocated to the Commission at the time, to register additional shares of Common Stock into which the Debentures Investors as provided above may be converted, or (bset forth in Section 11(k) if such hereof. The Registration Statement has been declared effective by the Commission at that time(and each amendment or supplement thereto, file with the Commission an additional Registration Statement and each request for acceleration of effectiveness thereof) shall be provided to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of) the Initial Investors and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. The Company shall prepare, and, on or before the forty-fifth (a45th) Registration is mandatory : (i) On or prior to day following the issuance date of the Debentures pursuant to Closing under the Line of Credit AgreementSecurities Purchase Agreement (the "Filing Date"), file with the Company shall have caused SEC a Registration Statement covering the resale on Form S-3 (or, if Form S-3 is not then available, on such form of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement as is then available to remain effective until effect a registration of all of the Registrable Securities have been sold. The required to be included in such Registration Statement shall cover no less than Statement, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 3,000,000 Registrable Securities (200% of the maximum number of shares of Common Stock issuable upon the conversion full exercise of all outstanding Debentures or otherwise with respect to the Prepaid Warrants issued at the Closing (based upon the lowest Exercise Percentage thereunder), plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the 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 additional shares of Common Stock as may become issuable upon 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 Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Prepaid Warrants, the terms which cause the applicable Exercise Percentages to decrease and the terms which cause the Variable Exercise Price to decrease to the extent the Closing Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (idecreases). If at The Registrable Securities included in any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant hereunder shall be allocated to the preceding sentence, if such Investors as set forth in Section 11(k) hereof. The Registration Statement has not been declared effective but the Commission at the timefiled hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of) the Initial Investors and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which on the SEC Filing Date covers the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to (A) at least the number of Conversion Shares issuable upon to the conversion Buyer under the Note, determined as if the Note, together with accrued and unpaid interest, were converted in full (determined without regard to the limitation in the second sentence of all outstanding Debentures based upon the Bid Price Section 2.1 of the Common Stock upon Note) on the date SEC Filing Date and as if the Note were convertible on the SEC Filing Date, (B) at least 100% of the initial filing with Warrant Shares issuable to the SEC. Buyer and (iiC) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common StockStock as the Company shall in its discretion determine to register in connection with the issuance of the Interest Shares, as provided Registrable Securities, and which Registration Statement shall state that, in 2.01 (a) (i)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 Note 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 Note based on changes from time to time in the conversion price thereof such that at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted portion of the Note (after taking into account any redemptions pursuant to Section 2.4(b) of the Note), then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that nothing in this Section 8(a) shall limit the rights of the holder of the Note to have all or a portion of the Note redeemed pursuant to Section 2.4(b) of the Note. 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 8(a), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stockthe initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (b2) In Prior to the event that SEC Effective Date and during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the accrued interest Company is required to file or as to which the Company is required to request acceleration pursuant to any obligation in effect on the Debentures (the "Outstanding Amount") for each month or portion thereof date of execution and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)delivery of this Agreement.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare promptly and, on or prior to the issuance of date which is 20 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 covering the resale by the Buyer of a number of shares of Common Stock equal to at least the Registrable Securities number of Common Shares issuable to the Buyer upon the conversion of the Debentures to be declared effective and Preferred Shares, determined at the Company shall cause Conversion Price which is applicable on the day the Registration Statement is filed with the SEC and as if the Accrual Amount had accrued for 18 months on such Preferred Shares (and determined without regard to remain effective until all the limitation on beneficial ownership contained in the second sentence of Section 10(a)(1) of the Registrable Securities have been sold. The Certificate of Designations) 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, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover no less than 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 8(a) shall be insufficient to cover the number of shares of Common Stock issuable upon the on conversion of all outstanding Debentures based upon the Bid Price in full of the Common Stock upon the date of the initial filing with the SEC. (ii) In the unconverted Preferred Shares, then promptly, but in no event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i)later than 20 days after such insufficiency shall occur, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a 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 8(a)) covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the such number of shares of Common Stock into which as shall be sufficient to permit such conversion; provided, however, that nothing in this Section 8(a) shall limit the Debentures may 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 each such additional Registration Statement shall be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 8(a), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stockthe initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement on Form S-8 and except that prior to the Investor an amount equal to two 2% percent of SEC Effective Date the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month Company may file one or portion thereof and continuing each amount month thereafter until the date the more Registration Statement is declared effective by the Commission (the "2.01 (aStatements in accordance with Section 5(j).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to The Company has prepared and filed with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 (the "FIRST REGISTRATION STATEMENT") covering the resale of the Registrable Securities issuable upon the conversion in excess of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of 5,000,000 shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price Series A Preferred Stock and the exercise of the Common Stock upon 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 initial filing closing of the sale of Series B Preferred Stock (the "Filing Date"), file with the SEC. (ii) In the event that the SEC a Registration Statement does (the "SECOND REGISTRATION STATEMENT") on Form S-3 (or, if Form S-3 is not at any time cover then available, on such form of Registration Statement as is then available to effect a registration of all of the requisite number of Series B Registrable Securities, subject to the consent of the Initial Purchasers (as provided in 2.01 (adetermined pursuant to Section 11.10 hereof)) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number resale of 4,000,000 shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registeredRegistration Statement, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentenceextent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), if shall state that such Registration Statement has not been declared effective but the Commission at the time, to register also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedPreferred Stock and the exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that similar transactions. The Registrable Securities included in the Registration Statement referred to Statements referenced above shall be allocated among the Purchasers as set forth in Section 2.01 11.11 hereof. The Registration Statements (aand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of (which approval shall not be unreasonably withheld or denied)) the Initial Purchasers and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a) Registration is mandatory : The Company shall utilize best efforts to (i) On amend the Company's existing Registration Statement on Form S-1 (Registration Statement No. 333-70523) or prior (ii) to file a Registration Statement on Form S-3, to cover resale of Shares issued to the issuance Purchaser upon conversion of the Debentures pursuant to and upon exercise of the Line of Credit AgreementWarrants; provided, however, that in the Company shall have caused a Registration Statement covering event that the resale of the Registrable Securities issuable upon the conversion of the Debentures to Shares is covered by 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 and the Company shall cause prior to Registration Statement No. 333-70523. The number of Shares to be included in the Registration Statement shall be equal to remain effective until all of at least two (2) times the Registrable Securities have been sold. The Registration Statement shall cover no less than sum of: (i) the number of shares of Common Stock that are issuable upon the conversion of all outstanding the Debentures based upon the Bid Price of the Common Stock upon on the date of filing, without regard to any limitation on any holder's ability to convert the initial filing with the SEC. Debentures, and (ii) In the event that Shares issuable upon exercise of the Registration Statement does not at Warrants on the date of filing, without any time cover regard to any limitation on any holder's ability to exercise the requisite number of Registrable Securities, as provided in 2.01 (a) (i), Warrants. If the Company shall prepare and file with not succeed in obtaining such approval from the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of the Closing Date (the "Required Filing Date"), the Company shall file with the Commission a written notice 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 Investorextent that is consistent with the interpretations of the Commission of such rule at such time, either 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 (a1 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 been declared effective by the Commission at that time, amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the timeportions of this paragraph, to register additional shares such number of Common Stock Shares as shall equal two (2) times the sum of (I) the number of Shares into which the such Debentures as provided above may be convertedconverted and (II) the maximum number of shares issuable upon exercise of the Warrants, or (bB) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on S-3 to register all of such additional shares of Common Stock. (b) In the event Shares that have not already been so registered; provided, however, that the Registration Statement referred determination as to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then whether the Company shall pay is obligated to register additional Shares resulting solely from a diminution in the Investor an amount equal to two 2% percent conversion price of the principal amount and Debentures shall be determined by using the accrued interest on average of the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)closing

Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the date of issuance of the Preferred Shares, file with the SEC a Registration Statement or Registration Statements (aas is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of the Investors holding a majority of the Registrable Securities and the provisions of Section 2(c), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration is mandatory : 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 as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants (i) On to prevent dilution resulting from stock splits, stock dividends or prior to similar transactions, and (ii) if permitted by law, by reason of changes in the issuance Conversion Price or Conversion Rate of the Debentures pursuant Preferred Shares in accordance with the terms of the Certificate of Designations or changes in the number of Warrant Shares issuable upon exercise of the 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 Line number of Credit Agreement, 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), subject to adjustment as provided in Section 3(b). Such registered shares of Common Stock shall have caused 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 covering Statement, as amended, relating to the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (SEC. The Company shall use its best efforts to have the "2.01 (a)Registration Statement(s) declared effective by the SEC as soon as practicable, but in no event later than 90 days after the issuance of the relevant Preferred Shares.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance date (the "Filing Date") which is twenty (20) days after the date of the Debentures pursuant to First Closing (as defined in the Line of Credit Securities Purchase Agreement), file with the Company shall have caused Securities and Exchange Commission ("SEC") a Registration Statement covering the resale on Form S-3 (or, if Form S-3 is not then available, on such form of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement as is then available to remain effective until effect a registration of all of the Registrable Securities have been sold. The Registration Statement shall cover no less than (including, without limitation, the number of shares of Common Stock Registrable Securities issuable with respect to any Debentures or Preferred Shares (or Warrants issuable upon the conversion of all outstanding either the Debentures based upon or the Bid Price Preferred Shares) issuable pursuant to the Securities Purchase Agreement after the First Closing thereunder), subject to the consent of the Common Stock upon Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the date resale of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number least 3,000,000 shares of Registrable Securities, as provided in 2.01 which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (a) (iincluding Rule 416), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if state that such Registration Statement has not been declared effective but the Commission at the time, to register also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedand the Preferred Shares and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (bii) if such Registration Statement has been declared effective by reason of changes in the Commission at that time, file Conversion Price of the Debentures and the Preferred Shares or the Exercise Price of the Warrants in accordance with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that terms thereof. The Registrable Securities included in the Registration Statement referred shall be allocated to the Investors as set forth in Section 2.01 11(k) hereof. The Registration Statement (aand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of) the Initial Investors and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or ---------------------- prior to thirty-five (35) days from the issuance date of Closing (as defined in the Debentures pursuant to Securities Purchase Agreement) (the Line of Credit Agreement"FILING DATE"), file with the Company shall have caused 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 the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the 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 additional shares of Common Stock as may become issuable upon the conversion of or otherwise pursuant to the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all (including, but not limited to, shares issued or issuable upon exercise of the Registrable Securities have been soldInvestment Options) and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided initially included in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may shall be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor no less than an amount equal to two (2% percent ) times the sum of the principal amount number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time), including, but not limited to, shares issued or issuable upon exercise of the Investment Options and the accrued interest number of Warrant Shares that are then issuable upon exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Debentures or exercise the Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Debentures (including, but not limited to, Shares issued or issuable upon exercise of the "Outstanding Amount"Investment Options) for each month or portion thereof and continuing each amount month thereafter until upon exercise of the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to The Company shall prepare, and, as soon as practicable after the issuance of First Closing under the Debentures pursuant to the Line of Credit Securities Purchase Agreement, but in no event later than the Company shall have caused sixtieth (60th) day following such closing, file with the SEC a Registration Statement on Form S-3 (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 Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all Warrants comprising 3,250 Units (assuming a conversion price based on 81% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price closing sales price of the Common Stock upon as reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such closing). The Company shall prepare, and, as soon as practicable after each additional closing under the initial filing Securities Purchase Agreement, but in no event later than the sixtieth (60th) day following each of such closings, file with the SEC. SEC a Registration Statement on Form S-3 (iior, 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 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 reported on the Nasdaq National Market (or the principal securities market on which the Common Stock is then trading) on the date of such Closing). In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to this Section 2(a) is on Form S-1, the preceding sentenceCompany 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 has not been to be declared effective but by the Commission at SEC as soon as practicable thereafter, and in no event later than ninety (90) days after the timefiling thereof (such ninetieth (90th) day being the "Second Registration Deadline"). Each Registration Statement filed hereunder, to register 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 into which as may become issuable upon conversion of the Debentures as provided above may be convertedPreferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (bii) if such 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 has been declared effective by filed hereunder shall be allocated to the Commission at that time, file with the Commission an additional 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 registered under the Securities Act prior to or at the same time as the registration of the Registrable Securities; provided, however, that the Company may register such additional (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 (bii) In up to 2,150,000 shares of Common Stock in connection with certain convertible notes in the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number aggregate principal amount of Registrable Securities, as provided in Section 2.01 (a) (i), then $2,000,000 issued by the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount in July and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)August 1997.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance date which is thirty (30) business days after the date of the Debentures pursuant to closing under the Line of Credit AgreementNote Purchase Agreement (the "Closing Date"), file with the Company shall have caused 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 the Registrable Securities, subject to the consent of 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 the conversion of the Debentures 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 terms thereof. The number of shares of Common Stock included in such Registration Statement shall be declared effective no less than 150% (one hundred and fifty percent) of the Company shall cause Maximum Share Amount set forth in Section 2.6 of the Note. If at any time (i) the number of shares of Common Stock included in the Registration Statement required to remain effective until all be filed as provided in the first sentence of the Registrable Securities have been sold. The Registration Statement this Section 2(a) shall be insufficient to cover no less than the number of shares of Common Stock issuable upon the on conversion of all outstanding Debentures based upon the Bid Price in full of the Common Stock upon the date unconverted Note and exercise in full of the initial filing with unexercised Warrants and Warrants which may be issued upon exercise of the SEC. unconverted Note (including any Prepayment Warrants issued pursuant to the Note) and (ii) In a New Maximum Share Amount has been approved or the event that the Registration Statement does not at any time cover the requisite Company has otherwise received approval from The Nasdaq Stock Market to issue a number of Registrable Securitiesshares greater than the Maximum Share Amount, as provided then promptly, but in 2.01 (a) (i)no event later than 20 days after such insufficiency shall occur, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a 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 the such additional number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number For all purposes of shares of Common Stock into which the Debentures may this Agreement such additional Registration Statement shall be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. If, on or after the Lockup Period but prior to the Registration Rights Expiration Point, and provided that at least one year has elapsed since the most recent Registration Request (as defined below), (a) Registration is mandatory : Holders of at least twenty-five percent (i25%) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon not theretofore registered pursuant to this SECTION 5, so long as the conversion of the Debentures aggregate gross proceeds to be declared effective and the Company shall cause the Registration Statement received from such proposed offering is expected to remain effective until all be not less than $500,000, or (b) Holders of at least fifty percent (50%) of the Registrable Securities have been sold. The Registration Statement shall cover no not theretofore registered pursuant to this 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 number of shares of Common Stock issuable upon Company register under the conversion of all outstanding Debentures based upon the Bid Price Securities Act at least 25% of the Common Stock upon the date of the initial filing with the SEC. Registrable Securities not theretofore registered pursuant to this SECTION 5 (ii) In the event that the a "Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (iRequest"), the Company shall prepare promptly give written notice of such Registration Request to all holders of Registrable Securities and file 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 Commission, no later than thirty intended method of disposition described in the Registration Request and (30ii) days after such date, a the Registrable Securities of any Holder that elects to join in the Registration Statement covering the number of shares of Common Stock, as provided in 2.01 Request within twenty (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (3020) days after receipt of a the above written notice from the Investor, either Company. The Company may include in any such registration (ax) amend the Registration Statement filed similar securities held by other parties with registration rights and (y) similar securities that the Company pursuant desires to the preceding sentenceregister; provided, that, in connection with an underwritten offering, such additional similar securities shall be reduced to a number, if such Registration Statement has not been declared effective but any, that in the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent reasonable opinion of the principal amount and managing underwriters of such offering, would not adversely affect the accrued interest on the Debentures (the "Outstanding Amount") for each month marketability or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)offering

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC on or before December 31, no later than thirty 2002 (30the "SEC Filing Date") days after such date, a Registration Statement covering on Form S-3 or, if Form S-3 is not available, on another appropriate form reasonably acceptable to the Investors, which covers the resale of a number of shares of Common StockStock equal to at least the number of Registrable Securities issuable to each Holder upon conversion of the Shares and exercise of the Warrants, determined as provided if the Shares were converted in 2.01 full (abased on a $4.50 per share conversion price) (i)and the Warrants were exercised in full on the first anniversary of the Closing Date. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 6.2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Shares and unexercised Warrants, then registeredpromptly, but in no event later than 60 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3, within thirty or another appropriate form (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 6.2(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 6.2(a), and the preceding sentence, if Company and the Holders shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred statement required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 6.2(a).

Mandatory Registration. The Company shall prepare, and, on or prior to sixty (a60) (the "Registration Filing Deadline") days after the date of issuance of any Debentures, file with the SEC a Registration Statement or Registration Statements (as is mandatory : necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2(e), 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 shares to be issued pursuant to the Mical Mortgage acquisition which are estimated at 500,000 shares of 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 as may become issuable upon conversion of the Debentures (i) On to prevent dilution resulting from stock splits, stock dividends or prior to similar transactions and (ii) by reason of changes in the issuance Conversion Price or Conversion Rate of the Debentures pursuant 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 provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Line Investors pro rata based on the total number of Credit Agreement, the Company shall have caused Registrable Securities issued or issuable as of each date that a Registration Statement covering Statement, as amended, relating to the resale of the Registrable Securities issuable upon the conversion of the Debentures to be is declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with by the SEC. (ii) . In the event that the Registration Statement does is not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), filed by the Company by the Registration Filing Deadline, then the Applicable Discount to be used in determining the Conversion Price (as defined in the Debenture) shall prepare and file with the Commissionbe reduced by an additional 3% (i.e., no later than 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 Penalty"). The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within one hundred and twenty (120) days after such date, a the issuance of the Debentures (the "Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (iDeadline"). If at any time The Company shall permit the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, registration statement to become effective within thirty five (305) business days after receipt of a written "no review" notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) SEC. In the event that the Registration Statement referred is not declared effective by the SEC by the Registration Deadline then the Applicable Discount to be used in Section 2.01 determining the Conversion Price (aas defined in the Debenture) shall be reduced by (i) does not cover the requisite number of Registrable Securitiesan additional 3% (i.e., as provided in Section 2.01 (afrom 78% to 75%) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date if the Registration Statement is not declared effective by the Commission SEC within thirty (30) days following the Registration Deadline (in each case prorated for partial months), (ii) an additional 6% (i.e., from 78% to 72%) if the Registration Statement is not declared effective by the SEC within ninety (90) days of the Registration Deadline and thereafter an additional 3% for each subsequent thirty (30) day period for which the Registration Statement is not declared effective (the "2.01 Registration Deadline Penalty"). The Registration Filing Penalty and the Registration Deadline Penalty shall be immediately payable by the Company on demand by the Investor in either cash or Common Stock of the Company, at the sole election of the Investor upon delivery to the Company of a Notice of Commission (a)as defined in the Debenture) by the Investor.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which covers the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the (A) a number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not equal to at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering least the number of shares of Common StockConversion Shares issuable to the Buyer under the Purchase Note and the Warrant Notes, determined as provided if the Purchase Note and the Warrant Notes, together with three months' accrued and unpaid interest thereon, were converted in 2.01 full at the Conversion Price in effect on the SEC Filing Date, and (aB) (i). If at any time the such additional number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, as the Company shallshall in its discretion determine to register in connection with the issuance of the Interest Shares and Warrant Shares, within thirty (30) days after receipt of a written notice from as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Investor1933 Act, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if also covers such Registration Statement has not been declared effective but the Commission at the time, to register indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedNotes and the Warrant Notes or exercise of the Common Stock Warrants to prevent dilution resulting from stock splits, stock dividends or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stocksimilar transactions. (b2) In Prior to the event that SEC Effective Date the Company will not, without the prior written consent of the Majority Holders, request the acceleration of any other registration statement filed with the SEC, and during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file or as provided to which the Company is required to request acceleration pursuant to any obligation in Section 2.01 effect on the date of execution and delivery of this Agreement. (a3) (i)The Company shall use its best efforts to maintain its eligibility to use Form S-3 for registration of the resale of shares of its Common Stock under the 1933 Act so long as Form S-3 is generally available for use by registrants for registration of the resale of common stock, and if Form S-3 is rescinded by the SEC or, despite such efforts, the Company is ineligible to use Form S-3 then the Company shall pay will use commercially reasonable efforts to the Investor an amount equal become eligible and maintain its eligibility to two 2% percent use "short form" for registration of the principal amount and resale of shares of its Common Stock; provided, however, that nothing in this Section 8(a)(3) shall require the accrued interest on the Debentures (the Company to issue shares of its Common Stock in order to meet any public "Outstanding Amount") float" requirement for each month eligibility to use any such registration form or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)to meet any asset, net worth or tangible asset requirement for eligibility to use any such registration form.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance date which is 15 days after the date of the Debentures pursuant to closing under the Line of Credit AgreementSubscription Agreement (the "Closing Date"), file with the Company shall have caused SEC a Registration Statement on Form S-1 covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of at least _______* shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of as Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a which Registration Statement covering 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 StockStock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, as provided stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares and the exercise price of the Warrants in accordance with the respective terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and the unexercised Warrants, then registeredpromptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-1 (30which shall ------------------------- * Insert total number of shares issuable upon (1) exercise of Warrants into number of shares equal to the conversion shares set forth in (2) divided by 5 and (2) conversion of the Preferred Stock at lesser of (x) 80% of average closing bid prices for 5 trading days after receipt of or (y) $3.375. not constitute a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. The Company will file a Registration Statement with the SEC registering the Registrable Securities for resale within one hundred (a100) days of the closing of the purchase of the Notes (the "Closing Date"). To the extent allowable under the 1933 Act, the Registration is mandatory : Statement shall include the Common Shares and such indeterminate number of additional shares of Common Stock as may become issuable in lieu of cash interest under any of the Notes and as may become issuable upon conversion of the Notes and exercise of the Warrants (i) On or prior to protect against dilution in accordance with the issuance terms of the Debentures pursuant to Notes and the Line Warrants, or (ii) by reason of Credit Agreement, changes in the Company shall have caused a Registration Statement covering the resale conversion price of the Registrable Securities issuable upon Notes or the conversion exercise price of the Debentures to be declared effective and Warrants in accordance with the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been soldterms thereof. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement on account of the Investors shall be no less than one and one half (1.5) times the number of Common Shares that are issuable upon the conversion of all outstanding Debentures based upon the Bid Price Notes and exercise of the Common Stock upon Warrants. The Company shall also have the date of the initial filing with the SEC. (ii) In the event that the right to register in such Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into if any, which the Debentures may be converted exceeds Company presently has a contractual obligation to register for UBS'93 (approximately 438,750 shares), to the aggregate number of shares of Common Stock then registered, extent that the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant is contractually obligated to the preceding sentence, if register such shares in such Registration Statement has not been declared effective but the Commission at the timeStatement, to register (b) additional shares of Common Stock into (approximately 31,250) which may be issued upon the exercise of warrants issued by the Company on the date hereof to four individuals at the request of Shoreline Pacific, and (c) shares of Common Stock, if any, which the Debentures as provided above may be convertedCompany is hereafter involuntarily ordered, or (b) if by a court of competent jurisdiction, in a non-appealable court order, to include in such Registration Statement (provided the Company has diligently attempted to prevent the issuance of such court order) and has diligently prosecuted an appeal, if permissible, of such court order. The Company shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable after filing and in any event on or before the earlier of the following two dates: (1) 187 days after the Company's registration statement relating to the Series B Convertible Preferred Stock (the "Series B Registration Statement"), the purchase of which closed on August 26, 1997, has been declared effective by the Commission at SEC or (2) May 24, 1998. Such periods may be extended by the number of days, not to exceed in the aggregate 90 days, that time, file with a permitted "blackout" is in effect under the Commission an additional Series B Registration Statement (the earliest date on which the Registration Statement is required to register such additional shares be declared effective under this Section 2(a) is the "Required Effective Date"). Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of Common Stock. (b) In the event SEC. Should the Company receive notification from the SEC that the Registration Statement referred to in Section 2.01 (a) (i) does not cover will receive no action or no review from the requisite number of Registrable SecuritiesSEC, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the cause such Registration Statement is to become effective within five (5) business days of such SEC notification; provided, however, that in no event will the Company be required to cause such Registration Statement to be declared effective prior to said 187 day period, as so permitted to be extended for such "blackout" periods. Once declared effective by the Commission (SEC, the "2.01 (a)Company shall cause such Registration Statement to remain effective throughout the Registration Period.

Mandatory Registration. The Company shall prepare, and within thirty ---------------------- (a30) Registration days after the Closing Date (as that term is mandatory : (i) On or prior to the issuance defined in Section 7 of the Debentures pursuant to Stock Purchase Agreement) file with the Line of Credit AgreementSEC, the Company shall have caused either a Registration Statement on Form S-3 covering at least an aggregate of 1,600,000 shares of Common Stock for the resale of Initial Investors (or such lesser number as may be required by the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover 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 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 as may become issuable upon the conversion of all outstanding Debentures based upon the Bid Price of Preferred Stock resulting from adjustment in the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesConversion Price, as provided in 2.01 (a) (i)or to prevent dilution resulting from stock splits, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (istock dividends or similar event). If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registeredcovered by the Registration Statement on Form S-3, referred to in the preceding sentence, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the such Registration Statement filed by the Company pursuant to the preceding sentenceStatement, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common Stock. (b) In Stock into which the event Preferred Stock may be converted that the exceed such number of shares of Common Stock already registered. The Initial Investor acknowledges that such Registration Statement referred will also cover additional shares required to in Section 2.01 (a) (i) does not cover be registered pursuant to an Amended and Restated Registration Rights Agreement among the requisite number Company, Atmel Corporation, ACMA Limited and National Semiconductor Corporation dated as of Registrable SecuritiesApril 28, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)1995.

Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the date of issuance of the Preferred Shares, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of the Investors holding a majority of the Registrable Securities (which consent will not be unreasonably withheld) and the provisions of Section 2(d)), covering the resale of all of the 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 as may become issuable upon conversion of the Preferred Shares and the exercise and purchase of the New Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, and (ii) by reason of changes in the Conversion Rate of the Preferred Shares in accordance with the terms of the Securities Purchase Agreement and the Company's Articles of Incorporation as modified by the Certificate of Designations. Such Registration Statement shall initially register for resale at least ________ shares of Common Stock [the number equal to 150% of the shares (a) Registration is mandatory : (i) On or prior to the issuance issuable on conversion of the Debentures pursuant 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 Section 3(b). Such registered shares of Common Stock shall be allocated among the Line Investors pro rata based on the total number of Credit Agreement, the Company shall have caused Registrable Securities issued or issuable as of each date that a Registration Statement covering Statement, as amended, relating to the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (SEC. The Company shall use its best efforts to have the "2.01 (a)Registration Statement(s) declared effective by the SEC as soon as practicable, but in no event later than 120 days after the issuance of the Preferred Shares.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering 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 Registrable Securities issuable upon the conversion sum of the Debentures (x) a number of shares of Common Stock equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 205% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid 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 Certificates of Designations) on the Common Stock upon the date of the initial filing with the SEC. SEC Filing Date plus (iiy) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares Warrant Shares (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Common Stock, as provided in 2.01 (aSection 10(a) (iof the Certificates of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover 120% 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 registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement has 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 been declared effective but include securities to be sold for the Commission at account of any selling securityholder other than (i) the timeInvestors 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 register additional 325,000 shares of Common Stock into which the Debentures as provided above may be converted, or issuable upon exercise of outstanding warrants and (biii) if such Registration Statement has been declared effective by the Commission at that time, file Reedland Capital Partners with the Commission an additional Registration Statement respect to register such additional 100,000 shares of Common StockStock issuable upon exercise of Warrants issuable in connection with the transactions contemplated by the Subscription Agreement. (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount"Form S-4 or Form S-8; provided, however, that this Section 2(a)(2) for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective shall not apply to a registration statement filed by the Commission Company after the SEC Filing Date with respect to a transaction covered by clause (z) of Section 4(i)(2) of the "2.01 (a)Subscription Agreement in which the Company proposes to register at least $10,000,000 of its equity securities.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-1 (or Form S-3, if the Company is eligible to use such form), 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 Registrable Securities greater of (A) 1,800,000 shares of Common Stock or (B) the sum of (x) the number of Common Shares PLUS (y) the number of Warrant Shares issuable upon the conversion exercise in full of the Debentures Callable Warrant PLUS (z) the number of Warrant Shares equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price exercise of the Common Stock upon Class A Warrant, determined as if the date of First Adjustment Date (as defined in the initial filing Class A Warrant) occurred on the Closing Date and the Class A Warrant was otherwise exercised in full for cash in accordance with the SEC. terms thereof on the Trading Day prior to the SEC Filing Date (ii) In in each case determined without regard to the event that limitations on beneficial ownership contained in the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (iWarrants). If at any time the number of shares of Common Stock into 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 all of the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 30 days after such insufficiency shall occur (or, if later, 30 days after the date upon which the Debentures may be converted exceeds Company first becomes eligible to file a Registration Statement therefor if such ineligibility resulted from the aggregate indeterminate number of shares of Common Stock), the Company shall file with the SEC an additional Registration Statement on Form S-1 (or Form S-3, if the Company is eligible to use such form) (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 then registeredas shall be sufficient to permit such exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter, and in any event by the Company shall, within thirty (30) days after receipt 90th day following notice that such Registration Statement is required. For all purposes of a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). Without the written consent of Common Stockthe Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Investors and the holders of the registration rights described in Schedule 11(a). (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any Registrable SecuritiesSecurities hereunder, as provided in Section 2.01 (a) (i), then the Company shall pay not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (v) to holders of registration rights described in Schedule 11(a), (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by the Company and outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering underwritten on a firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity (A) which is engaged in a business similar, complementary or related to the business of the Company or (B) pursuant to which the Company issues securities with the primary purpose to directly or indirectly acquire, license or otherwise become entitled to use technology relevant to or useful in the Company's business, so long as in each case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Investor an amount equal to two 2% percent promptly after adoption) duly approves such transaction in accordance with its duties under applicable law (each of the principal amount and the accrued interest on the Debentures (the forgoing transactions a "Outstanding AmountBoard Approved Transaction") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused file with the United States Securities and Exchange Commission ("SEC"), on the date which is fourteen (14) calendar days after the Closing Date (the "FILING DEADLINE") 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, subject to the consent of the Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 2,956,236 shares of Common Stock, which Registration Statement, to the 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 as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "INITIAL REGISTRATION STATEMENT"). The Registrable Securities issuable upon included in the conversion Initial Registration Statement shall be registered on behalf of the Debentures 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 Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective and by the Company shall cause the Registration Statement to remain effective until SEC does not include all of the Registrable Securities have been sold. The Registration Statement shall cover no less than (any such shares that are not included being the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i"UNCOVERED SHARES"), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common StockSEC, as provided soon as practicable, but in 2.01 any event prior to the fourteenth (a14th) calendar day after becoming aware of the existence of any Uncovered Shares (isuch date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement filed by effecting a registration of the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, Uncovered Shares or (b) if such a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement has been declared effective by (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Commission Initial Investors and their counsel for review and comment at that time, file with least three (3) business days prior to its filing or other submission. The Company shall use all commercially reasonable efforts to cause each of the Commission an additional Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to register such additional shares of Common Stockbecome effective as soon as practicable after the filing thereof. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all at least 1,395,000 of the Registrable Securities have been sold. The Securities, and which Registration Statement shall cover no less than 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 to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion of all outstanding Debentures based upon the Bid Price price of the Common Stock upon the date of the initial filing Preferred Shares in accordance with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i)terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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. 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : The Company shall (i) On prepare, and on or prior to December 1, 1996, file with the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 covering the resale of the 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 1,160,000 shares of Common Stock 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 the conversion of the Debentures 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 and the exercise price of the Warrants in accordance with the respective terms thereof. If at any time after January 1, 1997 the number of shares included in the Registration Statements required to be declared effective and filed as provided in the Company first sentence of this Section 2(a) shall cause not be sufficient to cover the Registration Statement to remain effective until all resale of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the on conversion of all outstanding Debentures based upon the Bid Price in full of the Common Stock upon unconverted Preferred Shares and the date of the initial filing with the SEC. (ii) In the unexercised Warrants, then promptly, but in no event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i)later than 15 days after such insufficiency shall occur, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to any Registration Statement required to be filed pursuant to the first sentence of this Section 2(a) or other applicable form covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the such number of shares of Common Stock into which as shall be sufficient to cover the Debentures may 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 converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend deemed to be the Registration Statement required to be filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in this Section 2.01 (a2(a) (i) does not cover the requisite number of Registrable Securitiesor (ii), as provided in the case may be, and the Company and the Investors shall have the same rights and obligations (other than Section 2.01 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)(i) or (a) (iii), then as the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)case may be.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance of date (the Debentures pursuant "FILING DATE") which is forty-five (45) days after the closing date with respect to the Line of Credit AgreementFirst Closing under the Securities Purchase Agreement (the "FIRST CLOSING DATE"), file with the Company shall have caused SEC a Registration Statement on Form S-3, if eligible, or on Form SB-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 Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities 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 additional shares of Common Stock as may become issuable upon the conversion of or otherwise pursuant to the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all Preferred Shares (including, but not limited to, shares issued or issuable upon exercise of the Registrable Securities have been soldInvestment Options) and exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of (i) the aggregate number of Conversion Shares that are then issuable upon the conversion of all outstanding Debentures based or otherwise pursuant to the Preferred Shares (including upon the Bid Price exercise of the Common Stock upon Investment Options under the date Preferred Shares) (in each case based on the lesser of Variable Conversion Price and the initial filing with Fixed Conversion Price (each as defined in the SEC. Certificates of Designation) then in effect) and (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, Warrant Shares issuable upon exercise of or otherwise pursuant to the Warrants (based on the Exercise Price (as provided defined in 2.01 (athe Warrants) (ithen in effect), in each case without regard to any limitation on the Investor's ability to convert the Preferred Shares or exercise the Warrants. The Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares issuable upon conversion of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company or otherwise pursuant to the preceding sentence, if such Preferred Shares (including exercise of the Investment Options under the Preferred Shares) and upon exercise of or otherwise pursuant to the Warrants. The Registration Statement has not been declared effective but the Commission at the time(and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal approval of) the Initial Investors and their counsel prior to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall use its best efforts to prepare, and, on or prior to before the issuance date that is forty-five (45) days after the date of the Debentures pursuant to Closing, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement or Registration Statements (as necessary) on Form SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration of all of the Registerable Securities) (any of which may contain a combined prospectus with other registrations by the Company), covering the resale of all of the Registrable Securities Registerable Securities, which Registration Statement(s), to the extent allowable under the 1933 Act and the rules promulgated thereunder (including without limitation Rule 415), shall state that such Registration Statement(s) also covers such indeterminate number of additional Shares (the "Indeterminate Shares") as may become issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all Preferred Stock or exercise of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SECWarrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. (ii) In To the event that extent the Indeterminate Shares for any reason can not be registered under the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesStatement(s) required under Section 2(a)(i) above, as provided in 2.01 (a) (i)then with respect to such Indeterminate Shares, the Company shall prepare and file with use its best efforts to prepare, and, on or before the Commission, no later than thirty date that is fifteen (3015) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that timeIndeterminate Shares become issuable, file with the Commission an additional SEC a Registration Statement to register or Registration Statements (as necessary) on Form SB-2 (or, if such additional shares form is unavailable for such a registration, on such other form as is available for such a registration of Common Stockall of the Indeterminate Shares) (any of which may contain a combined prospectus with other registrations by the Company), covering the resale of all of the Indeterminate Shares. (biii) In The Investors may engage the event that services of an underwriter in connection with the sale of the Registerable Securities under the Registration Statement referred Statement. If Investors owning a majority of the Registerable Securities agree to engage an underwriter, all Investors must either enter into customary agreements with the underwriter or notify the Company in Section 2.01 (awriting of his or her election to exclude all of the Investor's Registerable Securities from the underwritten offering. A copy of the Registration Statement(s) (iand each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) does not cover the requisite number of Registrable Securities, as shall be provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount Buyers and the accrued interest on the Debentures (the "Outstanding Amount") for each month their counsel before its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which on the SEC Filing Date covers the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to at least the number of Conversion Shares and the Warrant Shares issuable upon to the conversion Buyer under the Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends, were converted and the Warrant was exercised in full on the SEC Filing Date as if such SEC Filing Date were the Closing Date (determined without regard to the limitation contained in the second sentence of all outstanding Debentures based upon the Bid Price Section 10(a) of the Common Stock upon Certificate of Designations) and the date resale of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common StockStock as the Company shall in its discretion determine to register in connection with the payment of dividends, as provided Registrable Securities, and which Registration Statement shall state that, in 2.01 (a) (i)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 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 into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of any unconverted Preferred Shares or exercise of any unexercised portion of the Warrant, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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 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), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stockthe initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). (b2) In Prior to the event that SEC Effective Date and during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of Registrable Securitiesany Shares, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount effectiveness of any other registration statement previously filed with the SEC other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the accrued interest Company is required to file or as to which the Company is required to request acceleration pursuant to any obligation in effect on the Debentures (Closing Date. The Company's obligation to register the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective Registrable Securities under this Section 2 shall constitute a registration pursuant to a demand registration right held by the Commission (the "2.01 (a)Investors.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective prepare, and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than within thirty (30) days after such datethe Closing Date (as that term is defined in Section 7 of the Stock Purchase Agreement) file with the SEC, either a Registration Statement on Form S-3 covering at least an aggregate of 4,000,000 shares of Common Stock for the Initial Investors (or such lesser number as may be required by the SEC, but in no event less than 200% of the number of shares into which the Preferred Stock would be convertible 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 Rule 457 under the Securities Act it also covers such indeterminate number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Stock resulting from adjustment in the Conversion Price, as provided in 2.01 (a) (ior to prevent dilution resulting from stock splits, stock dividends or similar event). If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registeredcovered by the Registration Statement on Form S-3, referred to in the preceding sentence, the Company shall, within thirty ten (3010) business days after receipt of a written notice from the any Investor, either (ai) amend the such Registration Statement filed by the Company pursuant to the preceding sentenceStatement, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form S-3 to register such additional the shares of Common Stock. (b) In Stock into which the event Preferred Stock may be converted that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite exceed such number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Common Stock already registered.

Mandatory Registration. (a) Registration is mandatory : The Company shall use all commercial reasonable efforts to (i) On or prior to prepare as soon as practicable after the issuance of date hereof (and in no event later than the Debentures pursuant to fiftieth day following the Line of Credit AgreementClosing Date (the "FILING DEADLINE")), and (ii) file with the Company shall have caused 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, subject to the consent of the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of least 1,200,000 Registrable Securities, as provided in 2.01 which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (a) (iincluding Rule 416), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if state that such Registration Statement has not been declared effective but the Commission at the time, to register also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedPreferred Stock and exercise of the Warrants (x) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (by) if such Registration Statement has been declared effective by reason of reductions in the Commission at that time, file conversion price of the Preferred Stock or the exercise price of the Warrants in accordance with the Commission an additional Registration Statement terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price of the Preferred Stock to register such additional shares decrease as the bid price of the Common Stock. (b) In the event that Stock decreases. The Registrable Securities included in the Registration Statement referred shall be allocated to the Investors as set forth in Section 2.01 12(k) hereof. The Registration Statement (aand each amendment or supplement thereto and each request for acceleration of effectiveness thereof) shall be provided to (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay and subject to the Investor an amount equal to approval of, which approval shall be granted or denied within two (2% percent ) business days of the principal amount request therefor and shall not be unreasonably withheld) the accrued interest on the Debentures (the "Outstanding Amount") for each month Initial Investors and their counsel prior to its filing or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)other submission.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to Following the issuance date of the Debentures pursuant to the Line of Credit this Agreement, the Company shall have caused prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory 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, (provided, that in the case of Additional Anti-dilution Shares that may become issuable in respect of the Series B Notes pursuant to Section 14.02(n) of the Indenture or Section 4(g) of the Warrants, the Mandatory Registration Statement shall include the Company’s good faith estimate of the number of such Additional Anti-dilution Shares that may become issuable pursuant to such provision), subject to the consent of the Investors, which consent shall not be unreasonably withheld), covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities have been soldAct and the rules and regulations 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 (as applicable) of or otherwise pursuant to or in respect of the Series B Notes or the Warrants to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon initially included in such Registration Statement shall be no less than [_________]2, subject to adjustment for any Stock Event occurring prior to the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the effective date of the initial filing with the SECsuch Registration Statement. (ii) In If for any reason, despite the event that Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in any Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (afiled pursuant to Section 2(a)(i) (iand subject to Section 3(q) below), the Company shall prepare and file with the CommissionSEC does not permit all such Registrable Securities to be included in such Registration Statement, no later than thirty (30) days after or for any other reason any such date, Registrable Securities are not then included in a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i)Statement, then the Company shall pay prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional 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 the Registrable Securities, subject to the Investor an amount equal to two 2% percent consent of the principal amount and Investors, which consent shall not be unreasonably withheld) covering the accrued interest on the Debentures (the "Outstanding Amount") for each month resale of all Registrable Securities requested or portion thereof and continuing each amount month thereafter until the date the required to be included in such Registration Statement is declared filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the Commission (holders of a majority-in-interest of the "2.01 (a)Registrable Securities to be included in such Registration Statement. No Investor shall be named as an 2 To be the number of shares issuable upon conversion of the Series B Notes and that may be issuable pursuant to a cash exercise of the Warrants.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance date which is twenty (20) days after the date of the Debentures pursuant First Closing under the Securities Purchase Agreement and on or prior to each date which is ten (10) business days after the Line date of Credit Agreementa Subsequent Closing (the date of the First Closing and of each Subsequent Closing are each hereinafter referred to as a "Closing Date"), file with the Company shall have caused 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 the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the shares of Preferred Stock and the Warrants issued or issuable in connection therewith pursuant to the First Closing and each Subsequent Closing, as the case may be, under 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, to the extent permitted by law and the SEC, that each Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Debentures to be declared effective Preferred Stock and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants (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 terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than 1.75 times the sum of the number of Conversion Shares and Warrant Shares that are then issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Stock and the exercise of the Common Warrants issued pursuant to the closing in respect of which it is filed, without regard to any limitation on the Investor's ability to convert the Preferred Stock upon or exercise the date of the initial filing with the SEC. (ii) In the event Warrants. The Company acknowledges that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent issuable upon conversion of the principal amount Preferred Stock and exercise of the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. The Company shall prepare, and, as soon as practicable, but in no event later than July 30, 2002 (athe "SCHEDULED FILING DATE"), file with the SEC a Registration Statement or Registration Statements (as is necessary) Registration is mandatory : (i) On or prior to on Form S-3 covering the issuance resale of all of the Debentures pursuant Registrable Securities; provided, however, the Company may extend the Scheduled Filing Date for up to 30 days in order to accommodate its further financing plans and to include selling stockholders from such financing in the Line of Credit AgreementRegistration Statement. In the event that Form S-3 is unavailable for such registrations, the Company shall have caused a use such other form as is available for such registrations, subject to the provisions of Section 2.e. Any Registration Statement covering the prepared pursuant hereto shall register for resale at least 125% of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon equal to the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable SecuritiesSecurities issued and issuable at the Closing (as defined in the Purchase Agreement). The Company shall use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, as provided but in 2.01 no event later than one hundred twenty (a120) days from the date hereof (ithe "SCHEDULED EFFECTIVE DATE"), . The Investors acknowledge that the Company shall prepare and file with the Commissionmay, no later than thirty (30) days after such dateat its option, a include in any Registration Statement covering the number of shares of filed under this Section 2.a, Common Stock, as provided in 2.01 (a) (i)Stock held by other Persons. If at any time the Company elects to include such other Common Stock such Registration Statement and if a registration pursuant to this Section 2.a is to be an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock into which the Debentures may be converted exceeds included in the aggregate number registration statement is necessary to facilitate and not adversely affect the proposed offering, then the Company shall include in such registration: (1) first, all Registrable Securities (plus any securities with registration rights issued prior to expiration of shares of Common Stock then registeredthe MFN Period (as defined in the Purchase Agreement); and (2) second, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed securities requested to be registered by the Company pursuant other holders of securities entitled to participate in the preceding sentenceregistration, if as of the date hereof, drawn from them pro rata based on the number each has requested to be included in such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) registration. In the event that the Company is engaged in material negotiations with respect to the potential sale of the Company or the sale of substantially all of the Company's assets, the Company may, upon written notice to the Investors, extend the Scheduled Filing Date; PROVIDED, HOWEVER, that in no event will the extension of the Scheduled Filing Date relieve the Company of its obligation to pay any amounts due upon the occurrence of a Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, Default as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)3.v hereof.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and, on or prior to the issuance date which is thirty (30) days after the date of the Debentures pursuant to Closing under the Line of Credit AgreementSecurities Purchase Agreement (the "Closing Date"), file with the Company shall have caused 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 the Registrable Securities, subject to the consent of 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 the conversion of the Debentures to be declared effective Preferred Stock and the Company shall cause the Registration Statement to remain effective until all exercise of the Registrable Securities have been soldWarrants (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 terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of the number of Conversion Shares and Warrant Shares that are then issuable upon the conversion of all outstanding Debentures based upon the Bid Price Preferred Stock and the exercise of the Common Warrants, without regard to any limitation on the Investor's ability to convert the Preferred Stock upon or exercise the date of the initial filing with the SEC. (ii) In the event Warrants. The Company acknowledges that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares initially included in the Registration Statement represents a good faith estimate of Common Stock, as provided in 2.01 (a) (i). If at any time the maximum number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent issuable upon conversion of the principal amount Preferred Stock and exercise of the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Warrants.

Mandatory Registration. (a) Registration The Company shall prepare and file with the SEC on or before May 7, 2002 (the "Filing Deadline") a registration statement on Form S-3 (or, if --------------- Form S-3 is mandatory : (i) On or prior not then available, on such form of registration statement that is then available to the issuance effect a registration of all Registrable Securities, subject to consent of the Debentures pursuant to Investors holding at least a majority of the Line Registrable Securities) for the purpose of Credit Agreement, registering under the Company shall have caused a Registration Statement covering the resale Securities Act all of the Registrable Securities issuable upon for resale by, and for the conversion of account of, the Debentures Holders as selling stockholders thereunder (the "Registration Statement"). The Company ---------------------- shall use best efforts to be declared effective and the Company shall cause the Registration Statement to remain become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all of the Registrable Securities have been sold(i) are sold and (ii) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the "Registration Withdrawal Date". ---------------------------- (b) If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall cover no less than issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Registration Warrant")), to acquire that number of shares of Common Stock equal -------------------- to ten percent (10%) of the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price on exercise of the Common Stock upon the date of the initial filing with the SECWarrants issued to that Holder. (iic) In At the event end of each thirty (30) day period (or a portion thereof) after May 7, 2002, that the Registration Statement does has not at any time cover been filed with the requisite number of Registrable Securities, as provided in 2.01 (a) (i)SEC, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, issue to each Holder a Registration Statement covering the Warrant to acquire that number of shares of Common Stock, as provided in 2.01 (a) Stock equal to (i). If at any time ) ten percent (10%) of the number of shares of Common Stock into issuable on exercise of the Warrants issued to that Holder, multiplied by (ii) a fraction, the numerator of which is the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, days during such thirty-day period before the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend date on which the Registration Statement was filed by with the Company pursuant to SEC and the preceding sentence, if such denominator of which is thirty. (d) If the Registration Statement has not been declared effective but by the Commission at SEC on or before June 21, 2002, the time, Company shall issue to register additional each Holder a Registration Warrant to acquire that number of shares of Common Stock into which equal to ten percent (10%) of the Debentures as provided above may be convertednumber of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (e) At the end of each thirty (30) day period (or a portion thereof), or (b) if such after June 21, 2002, that the Registration Statement has not been declared effective by the Commission at SEC, the Company shall issue to each Holder a Registration Warrant to acquire that time, file with the Commission an additional Registration Statement to register such additional number of shares of Common Stock. (b) In the event that the Registration Statement referred Stock equal to in Section 2.01 (a) (i) does not cover ten percent (10%) of the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of Common Stock issuable on exercise of the principal amount and Warrants issued to that Holder, multiplied by (ii) a fraction, the accrued interest on numerator of which is the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the Commission (SEC and the "2.01 (a)denominator of which is thirty.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, as soon as practicable after the Closing Date but no later than thirty (30) days after such dateMay 3, 2010, a Registration Statement covering registering for resale by the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the Investor a sufficient number of shares of Common Stock into which for the Debentures may Investor 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 converted exceeds satisfied by the aggregate 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 then registeredwhich is at least equal to the sum of (w) 3,303,572 shares of Common Stock for issuance upon conversion of the Note, (x), 396,429 shares of Common Stock payable as interest under the Company shallNote, within thirty (30y) days after receipt 1,100,000 shares of a written notice from Common Stock for issuance upon exercise of the InvestorWarrant, either and (az) amend the number of Other Issuable Shares as of the date of the filing of the Registration Statement filed 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). Unless otherwise specifically agreed to in writing in advance by the Company pursuant to Holder, the preceding sentence, if such Registration Statement has not been declared effective but (W) shall include only the Commission at Registrable Securities, and (X) shall also state that, in accordance with Rule 416 and 457 under the timeSecurities Act, to register it also covers such indeterminate number of additional shares of Common Stock into which as may become issuable upon conversion of the Debentures as provided above may be convertedNote, exercise of the Warrant or (b) if issuances of Other Issuable Securities covered by such Registration Statement has been declared effective by the Commission at that timeto prevent dilution resulting from stock splits, file with the Commission an additional Registration Statement to register such additional shares of Common Stockstock dividends or similar transactions. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 15 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 covering the resale by the Buyer of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the Buyer upon the conversion of all outstanding Debentures based upon the Bid Preferred Shares, determined at the Conversion Price of which is applicable on the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that day the Registration Statement does not at any time cover is filed with the requisite number SEC (and determined without regard to the limitation on beneficial ownership contained in the second sentence of Registrable Securities, as provided in 2.01 (aSection 10(a) (iof the Certificate of Designations), and Warrant Shares issuable upon exercise of the Company shall prepare Warrants, and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common StockStock 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 provided may become issuable upon conversion of the Preferred Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. 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 2.01 (a) (i). If the Conversion Price such that at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares, then registeredpromptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion; 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 8(a), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stockthe initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC, other than any registration statement on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. (a) Registration is mandatory :Except as described in sections 2.1(b) and 2.1(c): (i) On The Company shall prepare and file with the SEC on or prior before May 7, 2002 (the “Filing Deadline”) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to the issuance effect a registration of all Registrable Securities, subject to consent of the Debentures pursuant to Investors holding at least a majority of the Line Registrable Securities) for the purpose of Credit Agreement, registering under the Company shall have caused a Registration Statement covering the resale Securities Act all of the Registrable Securities issuable upon for resale by, and for the conversion of account of, the Debentures to be declared effective and Holders as selling stockholders thereunder (the “Registration Statement”). The Company shall use best efforts to cause the Registration Statement to remain become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all of the Registrable Securities have been sold(A) are sold and (B) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the “Registration Withdrawal Date”. (ii) If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Company shall cover no less than issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Registration Warrant”)), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price on exercise of the Common Stock upon the date of the initial filing with the SECWarrants issued to that Holder. (iiiii) In At the event end of each thirty (30) day period (or a portion thereof) after May 7, 2002, that the Registration Statement does has not at any time cover been filed with the requisite number of Registrable Securities, as provided in 2.01 (a) (i)SEC, the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, issue to each Holder a Registration Statement covering the Warrant to acquire that number of shares of Common Stock, as provided in 2.01 Stock equal to (aA) ten percent (i). If at any time 10%) of the number of shares of Common Stock into issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, days during such thirty-day period before the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend date on which the Registration Statement was filed by with the Company pursuant to SEC and the preceding sentence, if such denominator of which is thirty. (iv) If the Registration Statement has not been declared effective but by the Commission at SEC on or before June 21, 2002, the time, Company shall issue to register additional each Holder a Registration Warrant to acquire that number of shares of Common Stock into which equal to ten percent (10%) of the Debentures as provided above may be convertednumber of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after June 21, or (b) if such 2002, that the Registration Statement has not been declared effective by the Commission at SEC, the Company shall issue to each Holder a Registration Warrant to acquire that time, file with the Commission an additional Registration Statement to register such additional number of shares of Common Stock. Stock equal to (bA) In ten percent (10%) of the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent shares of Common Stock issuable on exercise of the principal amount and Warrants issued to that Holder, multiplied by (B) a fraction, the accrued interest on numerator of which is the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the Commission SEC and the denominator of which is thirty. (b) Notwithstanding anything contained in section 2.1(a) to the contrary, with respect to Additional Registrable Securities: (i) The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Additional Registrable Securities, subject to consent of the Investors holding at least a majority of the Additional Registrable Securities) or (B) an amendment to the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the Additional Registrable Securities for resale by, and for the account of, the Holders of Additional Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Registration Statement, as the case may be, is referred to herein as the “Second Registration Statement”). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Additional Registrable Securities are sold and can be sold by all the Holders of Additional Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. (ii) If the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall issue to each Holder of Additional Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Second Registration Warrant”)), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (iii) At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Additional Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. (iv) If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of Additional Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Additional Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty. (c) Notwithstanding anything contained in section 2.1(a) or 2.1(b) to the contrary, with respect to New Registrable Securities: (i) The Company shall prepare and file with the SEC not later than the earlier of August 16, 2002, and one week after each of the Registration Statement and Second Registration Statement is declared effective by the SEC (the "2.01 “Required Filing Date”), (aA) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all New Registrable Securities, subject to consent of the Investors holding at least a majority of the New Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a) or the Second Registration Statement described in section 2.1(b), for the purpose of registering under the Securities Act all of the New Registrable Securities for resale by, and for the account of, the Holders of New Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the “Third Registration Statement”). The Company shall use best efforts to cause the Third Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the New Registrable Securities are sold and can be sold by all the Holders of New Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. (ii) If the Company has not filed the Third Registration Statement with the SEC on or before the Required Filing Date, the Company shall issue to each Holder of New Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a “Third Registration Warrant”)), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. (iii) At the end of each thirty (30) day period (or a portion thereof) after the Required Filing Date that the Third Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of New Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement was filed with the SEC and the denominator of which is thirty. (iv) If the Third Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the “Required Effective Date”), the Company shall issue to each Holder of New Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. (v) At the end of each thirty (30) day period (or a portion thereof) after the Required Effective Date that the Third Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of New Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. (a) Registration is mandatory : (i) On Following each date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the issuance of applicable Filing Deadline (as defined above) file with the Debentures pursuant to SEC, or have on file with the Line of Credit AgreementSEC, the Company shall have caused a Registration Statement (the “Mandatory 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 the Registrable Securities, subject to the consent of the Buyers, which consent will not be unreasonably withheld), which may include a shelf registration statement on Form S-3, covering the resale of the Registrable Securities issued on the applicable Issuance Date which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), and to the extent necessary, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the conversion Warrants to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. If any Registration Statement required to be filed is filed pursuant to Rule 415(a)(1)(x) of the Debentures to be declared effective and Securities Act, the Company shall cause the may include in such Registration Statement to remain effective until all the registration of shares of Common Stock or other securities for sale by the Registrable Securities have been soldCompany for its own account. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon initially included in such Registration Statement, or an applicable prospectus supplement thereto if the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement shelf registration statement on Form S-3 does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, otherwise identify a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the specific number of shares of Common Stock into which the Debentures may to be converted exceeds registered, shall be no less than the aggregate number of shares Warrant Shares that are then issuable upon exercise of Common Stock then registeredor otherwise pursuant to the Warrants issued on the Issuance Date, without regard to any limitation on the Buyers’ ability to exercise the Warrants, respectively. Each 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, which shall not be unreasonably withheld, of) the Buyers and their counsel prior to its filing or other submission. Notwithstanding anything herein to the contrary, to the extent the Company shallis eligible to use Instruction I.D. to Form S-3, within thirty any Registration Statement or post-effective amendment to a Registration Statement required to be filed hereunder shall be filed pursuant to Instruction I.D. of Form S-3. (30ii) days after receipt If for any reason the SEC does not permit all of a written notice from the Investor, either (a) amend Registrable Securities to be included in the Registration Statement filed by the Company pursuant to the preceding sentenceSection 2(a)(i) above, if such or for any other reason any Registrable Securities are not then included in a Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i)filed under this Agreement, then the Company shall pay prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to the Investor an amount equal be made on a continuous basis pursuant to two 2% percent Rule 415 of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Securities Act.

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 10 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 by the Buyer which at the time such Registration Statement is declared effective by the SEC covers the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price equal to (A) at least 110% of the Common Stock upon number of Conversion Shares issuable to Buyer under the date Note, determined as if the Note, together with accrued and unpaid interest, was converted in full on the trading day prior to the SEC Effective Date at a conversion price equal to 90% of the initial filing with lowest per share Trading Price on such trading day, (B) at least 100% of the SEC. Warrant Shares issuable to the Buyer and (iiC) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the additional number of shares of Common StockStock as the Company shall in its discretion determine to register in connection with the issuance of the Interest Shares, as provided Registrable Securities, and which Registration Statement shall state that, in 2.01 (a) (i)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 Note 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 Note based on changes from time to time in the conversion price thereof such that at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted portion of the Note (after taking into account any redemptions pursuant to Section 2.4(b) of the Note), then registeredpromptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that nothing in this Section 8(a) shall limit the -------- ------- rights of the holder of the Note to have all or a portion of the Note redeemed pursuant to Section 2.4(b) of the Note. 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 8(a), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stockthe initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (b2) In Prior to the event that SEC Effective Date and during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of Registrable Securitiesany Shares, as provided in Section 2.01 (a) (i), then the Company shall pay to not file any other registration statement or any amendment thereto with the Investor an amount equal to two 2% percent SEC under the 1933 Act or request the acceleration of the principal amount and effectiveness of any other registration statement previously filed with the accrued interest SEC other than any registration statement on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)Form S-8.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 or, if Form S-3 is not available, Form SB-2 which on the SEC Filing Date covers the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the a number of shares of Common Stock equal to at least the number of Conversion Shares and Warrant Shares issuable to the Investor upon conversion of the Preferred Shares and exercise of the Warrants, determined as if the Preferred Shares were converted in full and the Warrants were exercised in full on the SEC Filing Date (determined without regard to the limitation contained in 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 the conversion of all outstanding Debentures based upon the Bid Price Preferred Shares and exercise of the Common Stock upon Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. If, notwithstanding Rule 416 under the date of the initial filing with the SEC. (ii) In the event that Securities Act, the Registration Statement does is not at any time deemed to cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the indeterminate number of shares of Common StockStock 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, as provided in 2.01 (a) (i). If 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 into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and unexercised Warrants, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 or Form SB-2 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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), and the preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-3 which, on the date of filing with the SEC, covers the resale by the Initial Investor of the Registrable Securities issuable upon the conversion a number of the Debentures shares of Common Stock at least equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures the Series B Preferred Shares and the number of Dividend Shares issuable thereon (based upon on the Bid Price market price of the Common Stock upon at the date of time the initial filing Registration Statement is filed with the SEC. ) assuming the Initial Investor does not sell or convert any shares of Series B Preferred Stock for two years after the Closing Date, determined as if the Series B Preferred Shares and such number of Dividend Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (iiand determined without regard to the limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) In of the event that Certificate of Designations) based on a Conversion Price computed from the Average Market Price and a Conversion Percentage (as such terms are defined in the Certificate of Designations) of 87.5%, and which Registration Statement does not at any time cover shall state that, in accordance with Rule 416 under the requisite Securities Act, such Registration Statement also covers such indeterminate number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of additional shares of Common StockStock as may become issuable upon conversion of the Preferred Shares and Dividend Shares to prevent dilution resulting from stock splits, as provided stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. The Registration Statement will also register the Conversion Shares issuable to Advantage pursuant to the Other Subscription Agreement and the Letter Agreement. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and Dividend Shares, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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. 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC, no later than thirty forty-five (3045) days after such datefollowing the Closing Date under the Stock Purchase Agreement, a Registration Statement covering the on Form SB-2, or other applicable form, registering for resale a sufficient number of shares of Common StockStock by the Initial Investor (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 as provided may become issuable upon conversion of the Preferred Stock resulting from adjustment in 2.01 (a) (ithe Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends). Such Registration Statement shall also provide for offering of the securities on a continuous basis in accordance with Rule 415. If at any time the number of shares of Common Stock into which the Debentures Preferred Stock may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty fifteen (3015) business days after receipt of a written notice from the any Investor, either (ai) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but by the Commission SEC at the that time, to register additional all shares of Common Stock into which the Debentures as provided above Preferred Stock may be converted, or (bii) if such Registration Statement has been declared effective by the Commission SEC at that time, file with the Commission SEC an additional Registration Statement on Form SB-2, or other applicable form, to register such additional the shares of Common Stock. (b) In Stock into which the event Preferred Stock may be converted that exceed the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite aggregate number of Registrable Securitiesshares of Common Stock already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, as provided in Section 2.01 (a) (i)the view of the staff, such registration would constitute a primary offering the Company, then the Company shall pay have an additional sixty (60) days in which to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the amend such Registration Statement is declared effective by the Commission (the "2.01 (a)to another available form.

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance of date which is 30 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement on Form S-3 covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of at least 1,335,256 shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of as Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a which Registration Statement covering 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 StockStock as may become issuable upon conversion of the Preferred Shares to prevent dilution resulting from stock splits, as provided stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares in accordance with the terms thereof. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares, then registeredpromptly, but in no event later than 20 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend 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. 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. (a1) Registration is mandatory : (i) On The Company shall prepare and, on or prior to the issuance of date which is 45 days after the Debentures pursuant to Closing Date, file with the Line of Credit Agreement, the Company shall have caused SEC a Registration Statement covering on Form S-1 (or Form S-3, if the Company is eligible to use such form), 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 Registrable Securities greater of (A) 900,000 shares of Common Stock or (B) the sum of (x) the number of Common Shares PLUS (y) the number of Warrant Shares issuable upon the conversion exercise in full of the Debentures Callable Warrant PLUS (z) the number of Warrant Shares equal to be declared effective and the Company shall cause the Registration Statement to remain effective until all 175% of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price exercise of the Common Stock upon Class A Warrant, determined as if the date of First Adjustment Date (as defined in the initial filing Class A Warrant) occurred on the Closing Date and the Class A Warrant was otherwise exercised in full for cash in accordance with the SEC. terms thereof on the Trading Day prior to the SEC Filing Date (ii) In in each case determined without regard to the event that limitations on beneficial ownership contained in the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (iWarrants). If at any time the number of shares of Common Stock into 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 all of the number of Warrant Shares issuable upon exercise of the unexercised portion of the Warrants, then promptly, but in no event later than 30 days after such insufficiency shall occur (or, if later, 30 days after the date upon which the Debentures may be converted exceeds Company first becomes eligible to file a Registration Statement therefor if such ineligibility resulted from the aggregate indeterminate number of shares of Common Stock), the Company shall file with the SEC an additional Registration Statement on Form S-1 (or Form S-3, if the Company is eligible to use such form) (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 then registeredas shall be sufficient to permit such exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter, and in any event by the Company shall, within thirty (30) days after receipt 90th day following notice that such Registration Statement is required. For all purposes of a written notice from the Investor, either (a) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). Without the written consent of Common Stockthe Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Investors and the holders of the registration rights described in Schedule 11(a). (b2) In Prior to the event that SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement referred to in Section 2.01 (a) (i) does for any reason is not cover available for use by any Investor for the requisite number resale of any Registrable SecuritiesSecurities hereunder, as provided in Section 2.01 (a) (i), then the Company shall pay not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (v) to holders of registration rights described in Schedule 11(a), (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by the Company and outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering underwritten on a firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity (A) which is engaged in a business similar, complementary or related to the business of the Company or (B) pursuant to which the Company issues securities with the primary purpose to directly or indirectly acquire, license or otherwise become entitled to use technology relevant to or useful in the Company's business, so long as in each case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Investor an amount equal to two 2% percent promptly after adoption) duly approves such transaction in accordance with its duties under applicable law (each of the principal amount and the accrued interest on the Debentures (the forgoing transactions a "Outstanding AmountBoard Approved Transaction") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the The Company shall have caused file with the United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty-five (35) calendar days after the Closing Date (the "Filing Deadline") 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, subject to the consent of the Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 3,699,042 shares of Common Stock, which Registration Statement, to the 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 as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the "Initial Registration Statement"). The Registrable Securities issuable upon included in the conversion Initial Registration Statement shall be registered on behalf of the Debentures 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 Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC Determination")) the Initial Registration Statement declared effective and by the Company shall cause the Registration Statement to remain effective until SEC does not include all of the Registrable Securities have been sold. The Registration Statement shall cover no less than (any such shares that are not included being the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i"Uncovered Shares"), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common StockSEC, as provided soon as practicable, but in 2.01 any event prior to the fifth (a5th) Business Day after becoming aware of the existence of any Uncovered Shares (isuch date referred to herein as the "Uncovered Share Filing Deadline"). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend an amendment (the "Uncovered Shares Amendment") to the Initial Registration Statement filed by effecting a registration of the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, Uncovered Shares or (b) if such a registration statement which registers the Uncovered Shares (the "Uncovered Shares Registration Statement"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement has been declared effective by (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Commission Initial Investors and their counsel for review and comment at that time, file with least three (3) Business Days prior to its filing or other submission. The Company shall use its best efforts to cause each of the Commission an additional Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to register such additional shares of Common Stockbecome effective as soon as practicable after the filing thereof. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On The Company shall prepare, and on or prior to the issuance date which is 15 days after the date of the Debentures pursuant to closing under the Line of Credit AgreementSubscription Agreement (the "Closing Date"), file with the Company shall have caused SEC a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of at least 1,950,000 shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of as Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a which Registration Statement covering 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 StockStock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, as provided stock dividends or similar transactions or by reason of changes in 2.01 (a) (i)the conversion price of the Preferred Shares and the exercise price of the Warrants in accordance with the respective terms thereof. If at any time the number of shares included in the Registration Statement required to be filed as provided in the first sentence of Common Stock into which this Section 2(a) shall not be sufficient to cover the Debentures may be converted exceeds the aggregate number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and the unexercised Warrants, then registeredpromptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall, within thirty shall file with the SEC an additional Registration Statement on Form S-3 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 (30other than Section 2(c) days after receipt of a written notice from the Investor, either (ahereof) amend 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 preceding sentence, if Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the -146- initial Registration Statement referred required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 2(a).

Mandatory Registration. The Company shall prepare, and, on or ---------------------- after the tenth (a10/th/) Registration is mandatory : Business Day (ias defined in the Redemption and Exchange Agreement) On or prior to following the issuance date of the Debentures filing of the Announcing Form 8-K (as defined in Section 4(f) of the Redemption and Exchange Agreement) pursuant to Section 4(f) of the Line Redemption and Exchange Agreement, but in no event later than the twentieth (20/th/) Business Day following the date of Credit Agreementsuch filing (the "Filing Deadline"), file with the SEC the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall have caused use such other form as is available for such a Registration Statement covering registration, subject to the resale provisions of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been soldSection 2(d). The Registration Statement prepared pursuant hereto shall cover no less than the register for resale at least that number of shares of Common Stock issuable upon equal to the conversion sum of all outstanding Debentures based upon (i) the Bid Price of Registrable Securities relating to the Common Stock upon the date of the initial filing with the SEC. Shares, (ii) In the event that product of (x) 1.25 and (y) the Registration Statement does not at any time cover Registrable Securities relating to the requisite number of Series B Preferred Shares and (iii) the Registrable SecuritiesSecurities relating to the Series D Preferred Shares, in each case, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until trading day immediately preceding the date the Registration Statement is initially filed with the SEC (as if the closing of the transactions contemplated by the Redemption and Exchange Agreement occurred on such date), subject to adjustment as provided in Section 2(e). The Company shall use its best efforts to have the Registration Statement declared effective by the Commission SEC as soon as practicable, but in no event later than the date which is 60 days after the Closing Date (as defined in the Redemption and Exchange Agreement) (the "2.01 (aEffectiveness Deadline").

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Purchaser and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the number resale of shares all of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shallRegistrable Securities, within thirty (30) days after receipt the first to occur of a (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 InvestorBridge Notes (the "Filing Deadline"). The Registration Statement(s) shall state that, either (a) amend in accordance with Rule 416 promulgated under the Registration Statement filed by the Company pursuant to the preceding sentence1933 Act, if such Registration Statement has not been declared effective but the Commission at the time, to register Statement(s) also covers such indeterminate number of additional shares of Common Stock into which as may become issuable (i) upon conversion of the Debentures as provided above may be convertedSeries 1 Bridge Notes and exercise of the Purchaser Warrants to prevent dilution resulting from stock splits, stock dividends, or similar transactions, and (bii) if such by reason of the Repricing Warrants in accordance with the terms thereof. Such Registration Statement has been declared effective by the Commission shall initially register for resale at that time, file with the Commission an additional Registration Statement to register such additional least 1,316,025 shares of Common Stock. (b) In the event that the Registration Statement referred , 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 in Section 2.01 (a) (i) does not cover the requisite number Repricing Warrant Shares, all of Registrable Securities, which is subject to adjustment as provided in Section 2.01 (a) (i3(b), then and such registered shares of Common Stock shall be allocated among the Company shall pay 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 Investor an amount equal to two 2% percent resale of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement Registrable Securities is declared effective by the Commission 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 "2.01 Registration Deadline"). The Company shall permit the registration statement to become effective within five (a5) business days after receipt of a "no review" notice from the SEC. Such Registration Statement shall be kept current and effective for a period of twelve (12) months from the Closing Date. If a Registration Statement with respect to the 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 is effective.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC on or before April 30, no later than thirty 2000 (30the "SEC Filing Date") days after such date, a Registration Statement covering on Form S-3 or, if Form S-3 is not available, on another appropriate form reasonably acceptable to the Investors, which covers the resale of a number of shares of Common StockStock equal to at least the number of Registrable Securities issuable to each Holder upon conversion of the Shares and exercise of the Warrants, determined as provided if the Shares were converted in 2.01 full (abased on an $5.75 per share conversion price) (i)and the Warrants were exercised in full on the first anniversary of the Closing Date. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 6.2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Shares and unexercised Warrants, then registeredpromptly, but in no event later than 60 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3, within thirty or another appropriate form (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 6.2(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 6.2(a), and the preceding sentence, if Company and the Holders shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred statement required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 6.2(a).

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the CommissionSEC on or before January 31, no later than thirty 1999 (30the "SEC Filing Date") days after such date, a Registration Statement covering on Form S-3 or, if Form S-3 is not available, on another appropriate form reasonably acceptable to the Investors, which covers the resale of a number of shares of Common StockStock equal to at least the number of Registrable Securities issuable to each Holder upon conversion of the Shares and exercise of the Warrants, determined as provided if the Shares were converted in 2.01 full (abased on a $3.50 conversion price) (i)and the Warrants were exercised in full on the first anniversary of the Closing Date. If at any time the number of shares of Common Stock into which included in the Debentures may Registration Statement required to be converted exceeds filed as provided in the aggregate first sentence of this Section 6.2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Shares and unexercised Warrants, then registeredpromptly, but in no event later than 60 days after such insufficiency shall occur, the Company shallshall file with the SEC an additional Registration Statement on Form S-3, within thirty or another appropriate form (30) days after receipt of which shall not constitute a written notice from the Investor, either (a) amend post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 6.2(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 6.2(a), and the preceding sentence, if Company and the Holders shall have the same rights and obligations with respect to such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement as they shall have with respect to register such additional shares of Common Stock. (b) In the event that the initial Registration Statement referred statement required to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then be filed by the Company shall pay pursuant to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (athis Section 6.2(a).

Mandatory Registration. (a) Registration is mandatory : Parent shall prepare and file with the SEC as soon as practicable, but in no event later than the thirtieth (i30th) On or prior to day following the issuance of the Debentures pursuant to the Line of Credit Agreementdate hereof, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon Common Stock issued to certain Holders on the conversion date hereof pursuant to the terms of the Debentures to be declared effective Purchase Agreement and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the maximum number of shares of Common Stock issuable issuable, in Parent’s discretion, upon the conversion of all outstanding Debentures based upon the Bid Price redemption of the ▇▇▇▇▇ Brothers Units assuming that, upon vesting of the ▇▇▇▇▇ Brothers Units in whole or in part, (i) each Holder elects to redeem all of his or her ▇▇▇▇▇ Brothers Units, once vested, pursuant to the terms of the ▇▇▇▇▇ Brothers Operating Agreement and his or her Employment Agreement, and ｢(ii) Parent elects to deliver Common Stock in lieu of having ▇▇▇▇▇ Brothers pay cash upon redemption of the vested ▇▇▇▇▇ Brothers Units. Parent shall use its commercially reasonable efforts to cause the Registration Statement required to be filed pursuant to this Section 1.2(a) to become effective as soon as practicable, but in no event later than the ninetieth (90th) day following the date of the initial filing with the SEChereof. (iib) In Parent shall be obligated to maintain the event that the Registration Statement does not at any time cover the requisite number effectiveness of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed pursuant to Section 1.2(a) until the earlier of (A) the sale by the Company Holders of all Registrable Securities covered by the Registration Statement pursuant to the preceding sentenceterms of the Registration Statement or (B) such time as all of the Registrable Securities may be sold immediately pursuant to Rule 144 under the Act. (c) It is understood that the ▇▇▇▇▇ Brothers Units will vest in three tranches on each of the first three (3) anniversaries of the Closing Date (each a “Tranche” and collectively, the “Tranches”). Notwithstanding Section 1.2(b), if (A) the registration rights of the Investors have terminated pursuant to Section 1.10 and (B) Parent is no longer eligible to use Form S-3, in lieu of maintaining the effectiveness of a Registration Statement as described in Section 1.2(b), Parent may choose to use its commercially reasonable efforts to have an appropriate Registration Statement for the resale of the Registrable Securities related to a vested Tranche declared effective prior to the vesting date for such Tranche. Parent shall be obligated to maintain the effectiveness of a Registration Statement with respect to the Registrable Securities related to each vested Tranche until the earlier of (A) the sale by the Management Employees of all such Registrable Securities covered by the Registration Statement related to a particular vested Tranche pursuant to the terms of the Registration Statement or (B) the date on which all of such Registrable Securities may be sold immediately pursuant to Rule 144 under the Act. (d) Any Registration Statement filed hereunder, to the extent allowable under the Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement has not been declared effective but the Commission at the time, to register also covers such indeterminate number of additional shares of Common Stock into which the Debentures as provided above may be convertedbecome issuable as a result of stock splits, stock dividends or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stocksimilar transactions. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to Following the issuance Closing of the Debentures any Debenture pursuant to the Line of Credit Securities Purchase Agreement, the Company shall have caused prepare, and, on or prior to the Initial Registration Filing Deadline (as defined above) file with the Commission a Registration Statement on Form S-1 (or, if Form S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Buyer, which consent will not be unreasonably withheld)(the “Initial Registration Statement”) covering the resale of the 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 additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the conversion Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions and shall contain (unless otherwise directed by at least a three-fourths (3/4) majority in interest of the Debentures to be declared effective and Holders) substantially the Company shall cause the Registration Statement to remain effective until all “Plan of the Registrable Securities have been sold. Distribution” attached hereto as Annex A. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the conversion of all outstanding Debentures based upon Warrants, without regard to any limitation on the Bid Price Buyer's ability to exercise the Warrants (collectively, the “Target Registration Amount”). Notwithstanding the foregoing, if the Company is advised by the staff of the Common Stock upon Commission in a written comment letter or otherwise that it is not eligible to conduct the date offering of the initial filing with Warrant Shares under Rule 415 promulgated under the SEC. (ii) In 1933 Act because of the event that number of shares sought to be included in the Registration Statement does not at Statement, then, subject to any time cover the requisite number of Registrable Securities, applicable Registration Failure Liquidated Damages (as provided in 2.01 (a) (idefined herein), the Company shall prepare and file with the Commission, no later than thirty may reduce (30an “SEC Share Reduction”) days after such date, a Registration Statement covering the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Common StockRule 415 (“Rule 415 Eligible”)(subject to Registration Failure Liquidated Damages, as defined below, if the Company reduces unilaterally the number of shares covered by such Registration Statement to a number less than the Initial Registration Minimum). In the event of an SEC Share Reduction, the number of Registrable Securities registered shall be cut back pro rata (based upon the relative number of Warrants held by each Holder), provided in 2.01 (a) that (i)) the inclusion of the Series A Warrant Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): As necessary, (i) Series C Warrants shares shall be cut back and removed from the Registration Statement first, and (ii) Series B Warrants shall be cut back and removed from the Registration Statement first and (iii) Series A Warrants shall be cut back and removed from the Registration Statement third. If at In the event that, due to an SEC Share Reduction or otherwise, any time the Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock into which less than the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty Target Registration Amount (30) days after receipt of a written notice from the Investor, either (a) amend the “Target Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (iShortfall”), then the unregistered portion of the Target Registration Amount (the “Target Registration Shortfall Amount”) shall be included in the next Additional Registration Statement (in accordance with Section 3(b) below). The Company shall pay shall, as early as practicable on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Investor an amount equal to two 2% percent of the principal amount Warrants and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the shall be amended if not sufficient. Each Registration Statement is declared effective by (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the Commission (approval of) the "2.01 (a)Buyer and its counsel prior to its filing or other submission.