Common use of Required Registration Clause in Contracts

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest of the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period), the Company will prepare and file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Registrable Securities, and use its best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice to the Company, require that the Company file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining the effectiveness of the registration statement already in effect for an additional nine months.

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest of On or prior to the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)Filing Date, the Company will shall prepare and file with the Commission a registration statement Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date (currently expected to be on except where the Company's audited financial statements are stale, in which case by the earlier of 90 days after the Effectiveness Date or the date that current audited financial statements have been filed by the Company as part of a Form S-2 or S-3) covering all of the Registrable Securities10-KSB), and use its best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15and, 2004 (subject to an extension of Section 2(c) below, to keep such Registration Statement continuously effective under the Securities Act until such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after is the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported when all Registrable Securities covered by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, Registration Statement have been sold or (ii) November 15, 2007, the Holders two-year anniversary of a majority the last issuance of Warrants under the Securities Purchase Agreement (the "Effectiveness Period"). If at any time during the Effectiveness Period (i) the maximum number of Warrant Shares exceeds (A) the number of shares of Common Stock initially registered in respect of the Warrant Registrable Securities mayShares minus (B) the number of Warrant Shares, by notice if any, already sold pursuant to the CompanyRegistration Statement and (ii) such excess exists for a period of more than ten (10) Business Days in any thirty (30) day period, require that the Company shall be required to file an amendment to the Registration Statement or an additional Registration Statement with respect to such excess shares within ten (10) Business Days after such conditions have been met (except where the Company's audited financial statements are stale, in which case within 100 calendar days after such conditions have been met), and the Company shall thereafter use its commercially reasonable efforts to cause such amendment or additional Registration Statement to be declared effective by the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoingpossible, if a registration statement covering the resale and distribution of any of the Registrable Securities is but in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(bno event later than ninety (90) by maintaining the effectiveness of the registration statement already in effect for an additional nine monthsdays after filing.

Required Registration. (a) Not 9.7.1. As soon as practicable after the Closing Date, and in no event later than August 1530 calendar days after the Closing Date, 2004 (unless a majority in interest of the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period), the Company will OSI shall prepare and file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) a form selected by OSI, covering all of the Registrable Securities, and use its best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 Stock (subject to an extension of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 the Registration Rights Agreement), and shall use reasonable commercial efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earlier to occur of the Note and will also constitute an event of default date (a) the Registrable Stock covered thereby has been sold, or (b) by which all Registrable Stock covered thereby may be sold under this Rule 144(k), all in accordance with the Registration Rights Agreement. (b) At 9.7.2. If any time after the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if Contingent Payment Shares are issued, and such Contingent Payment Shares are not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported covered by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice any registration statement pursuant to the CompanySecurities Act, require that the Company OSI shall prepare and file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) a form selected by OSI, covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holderssuch Contingent Payment Shares, and that such Contingent Payment Shares shall be included in the Company use its best efforts definition of Registrable Stock, no later than the earliest to obtain occur of: (a) the effectiveness first registration statement filed by OSI subsequent to the issuance of such registration statement as soon as practicable as would permit or facilitate Contingent Payment Shares; (b) 180 days after the subsequent resale and distribution of all issuance of such Registrable SecuritiesContingent Payment Shares; or (c) 30 days after the accumulation of Contingent Payment Shares representing a Contingent Payment amount of $1,500,000 or more. Notwithstanding the forgoingIn any event, if a registration statement covering the resale Contingent Payment Shares are issued prior to April 30, 2003, OSI shall prepare and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement as described above no later than June 30, 2003. OSI shall use reasonable commercial efforts to cause the registration statements provided for in this Section 9.7.2 to become effective as expeditiously as possible and to remain effective until the earlier to occur of the date (a) the Contingent Payment Shares covered thereby has been sold, or (b) by which all Contingent Payment Shares covered thereby may be sold under Rule 144(k), all in accordance with the Registration Rights Agreements. Notwithstanding any other provision hereof: (x) OSI shall have no obligation with regard to registration of Contingent Payment Shares if, at the time such obligation would have become applicable hereunder, OSI is not a reporting company under the Securities Exchange Act of 1934, as then amended; and (y) if the OSI Board of Directors determines in good faith that the filing of a registration statement at the time provided under this Subsection 2.1(b) by maintaining Section 9.7.2 would be significantly adverse to OSI’s legitimate interests, OSI may delay the effectiveness filing of the any registration statement already in effect required by this Section 9.7.2 for an additional nine monthsa period of up to 60 days; provided, however, that OSI may not invoke such permitted delay on more than one occasion per any 12-month period.

Required Registration. Following the date the Notes are converted into Common Stock, upon request of the holders of a majority of the shares of Common Stock received upon conversion of the Notes, the Issuer will file a registration statement on Form S-1 (or S-3 if conditions change to allow the Issuer to use S-3) (the “Registration Statement”) for the resale of the Common Stock underlying the Notes purchased at Closing. The Issuer agrees to use commercially reasonable efforts to file a Registration Statement as soon as possible after such request; provided, however, that if the Issuer is not eligible to use Form S-3 and if such request is made within one hundred twenty (120) days before the date that the Issuer’s next regularly scheduled Annual Report on Form 10-K is due, the Issuer shall not be required to make such filing until the date that is sixty (60) days following the date the Issuer files its next regularly scheduled Annual Report on Form 10-K. The Issuer shall subsequently use commercially reasonable efforts to cause the SEC to declare the Registration Statement effective as soon as possible. The Issuer shall thereafter maintain the effectiveness of the Registration Statement until the earlier of (a) Not later than August 15, 2004 (unless a majority in interest of the Holders request a delay of date on which all the Company for up Registrable Securities have been sold pursuant to an additional 90 days in writing and in such case, upon expiration of this requested delaying period), the Company will prepare and file with the Commission a registration statement Registration Statement or Rule 144 promulgated under the Securities Act (currently expected to be “Rule 144”), (b) such time as the Issuer reasonably determines, based on Form S-2 or S-3) covering an opinion of counsel, that all of the Registrable Securities, and use its best efforts Holders will be eligible to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of sell under Rule 144 all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extension, if any, granted the Securities then owned by the Holders above, and subject to delays incurred within the volume limitations imposed by any Holder’s failure to comply with paragraph (e) of Rule 144 in the provisions three month period immediately following the termination of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice to the Company, require that the Company file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining the effectiveness of the Registration Statement, and (c) the first anniversary of the date the Registration Statement was declared effective by the SEC. The Registration Statement filed pursuant to this Section 7.2 may include other securities of the Issuer that are held by Persons who, by virtue of agreements with the Issuer, are entitled to similar registration statement already in effect for an additional nine monthsrights.

Required Registration. (a) Not (i) The Company shall prepare and, as soon as practicable, but in no event later than August 15the applicable Filing Deadline, 2004 (unless a majority in interest of the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period), the Company will prepare and file with the Commission a Registration Statement covering the resale of all of the First Closing Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 100% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the First Notes at the initial conversion price thereof (the “Initial Required Registration Amount”); provided that should any event following the date hereof result in the maximum number of shares of Common Stock issuable upon conversion of the First Notes being increased because of the application of any provisions thereof, the Company shall promptly file an amendment to the Initial Registration Statement providing for registration statement of such additional shares. The Registration Statement filed hereunder shall be on Form S-1 in connection with the First Closing. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of as promptly as possible after the Registrable Securitiesfiling thereof, but in any event no later than the applicable Effectiveness Deadline, and use its best efforts to obtain shall keep such Registration Statements continuously effective under the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after Securities Act until the earlier of of: (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported that all Registrable Securities covered by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading daysRegistration Statement no longer constitute Registrable Securities, or (ii) November 15, 2007, the Holders two year anniversary of the date of this Agreement (the “First Closing Effectiveness Period” or the “Effectiveness Period”). The Company shall telephonically request effectiveness of a majority Registration Statement as of the Warrant Registrable Securities may, by notice to the Company, require that the Company file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining the effectiveness of the registration statement already in effect for an additional nine months.5:00 p.m. Eastern

Required Registration. (a) Not As promptly as possible, but in any event no --------------------- later than August 15, 2004 (unless a majority in interest of the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)Filing Date, the Company will shall prepare and file with the Commission a registration statement Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date (currently expected to be on except where the Company's audited financial statements are stale, in which case by the earlier of 90 days after the Effectiveness Date or the date that current audited financial statements have been filed by the Company as part of a Form S-2 or S-3) covering all of the Registrable Securities10-KSB), and use its best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15and, 2004 (subject to an extension of Section 2(c) below, to keep such Registration Statement continuously effective under the Securities Act until such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after is the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported when all Registrable Securities covered by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, Registration Statement have been sold or (ii) November 15, 2007, two (2) years after the Holders date of a majority the issuance of the Warrant Registrable Securities may, by notice to the Company, require that the Company file with the Commission a registration statement under the Securities Act Purchase Agreement (currently expected to be on Form S-2 or S-3the "Effectiveness Period"). If at any time during the Effectiveness Period (i) covering all the maximum number of Warrant Shares exceeds (A) the number of shares of Common Stock initially registered in respect of the Warrant Registrable Securities Shares minus (B) the number of Warrant Shares, if any, already sold pursuant to the Registration Statement and (ii) such excess exists for a period of more than ten (10) Business Days in any Note Registrable Securities then held thirty (30) day period, the Company shall be required to file an amendment to the Registration Statement or an additional Registration Statement with respect to such excess shares within ten (10) Business Days after such conditions have been met (except where the Company's audited financial statements are stale, in which case within 100 calendar days after such conditions have been met), and the Company shall thereafter use its commercially reasonable efforts to cause such amendment or additional Registration Statement to be declared effective by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement Commission as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoingpossible, if a registration statement covering the resale and distribution of any of the Registrable Securities is but in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(bno event later than ninety (90) by maintaining the effectiveness of the registration statement already in effect for an additional nine monthsdays after filing.

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest The Company hereby agrees with the holders of the Holders request a delay Warrants, the Warrant Shares and the shares of Common Stock (the Company for up to an additional 90 days in writing and in such case“Backstop Shares” and, upon expiration of this requested delaying periodtogether with the Warrant Shares, the “Registrable Securities”), to be issued to Holder pursuant to the Company will Investment Agreement (the “Investment Agreement”) between the Holder and the Company, dated as of July 27, 2017 (collectively, the Warrants and the Registrable Securities being the “Securities”), or their transferees to prepare and file with the Securities and Exchange Commission (the “SEC”) no later than the later of the (i) five month anniversary of the Original Issue Date and (ii) 30 days following the closing of the sale of the Backstop Shares to the Holder (the “Registration Effective Date”), a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all the resale of the Registrable Securities, Securities and to use its best reasonable efforts to obtain the effectiveness of cause such registration statement to become effective as soon as practicable as would permit or facilitate the original issuance or subsequent resale thereafter and distribution of all of to keep such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15effective until such time as the Registrable Securities have been sold or may be sold under Rule 144 without volume limitation. Notwithstanding the foregoing, 2004 (subject in the event the Company determines not to an extension of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply proceed with the provisions of Section 5(bRights Offering referred to in the Investment Agreement (A) below) will commence the running of Registration Effective Date shall be the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after the earlier later of (i) the date upon which that is 30 days following such determination, and (ii) the high closing bid prices five-month anniversary of the Company’s Common Stock on Original Issue Date, and (B) the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price Registrable Securities shall consist only of the Warrant for 20 consecutive trading daysShares. Subject to Section 10(c) hereof, or (ii) November 15in the event such registration statement is not effective by the Registration Effective Date, 2007or, if such registration statement shall cease to be effective at any time thereafter during the Holders of a majority of Exercise Period, until such time as the Warrant Registrable Securities mayShares have been sold or may be sold under Rule 144 without volume limitation, such occurrence shall be an event of default under that certain Second Amended and Restated Credit Agreement with Consent of Guarantor, by notice to and among the Company, require that the Company file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the HoldersHolder, and that the Company use its best efforts to obtain the effectiveness IQinVision, Inc., of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining the effectiveness of the registration statement already in effect for an additional nine monthseven date herewith.

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest of the Holders request a delay of the The Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period), the Company will prepare and shall file with the Commission a registration statement under and any applicable state securities authorities within thirty (30) days following the Securities Act Closing Date (currently expected to be on Form S-2 or S-3) covering all of the Registrable Securities“Filing Date”), and use its best efforts to obtain cause to be declared effective by the Commission within ninety (90) business days following the Closing Date (the “Effective Date”), a Registration Statement in order to register the Registrable Securities for resale and distribution under the Securities Act. The Registration Statement shall contain substantially the Plan of Distribution attached hereto as Exhibit A. The Registration Statement must be declared effective by the Commission not later than the Effective Date. The Company shall maintain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond Registration Statement with respect to a filing Holder until such time as all remaining Registrable Securities held by such Holder (assuming cashless exercise of the Warrant Shares) may be sold without restriction under Rule 144(k) (or successor rule) (the “Effectiveness Period”). If the Registration Statement is not filed with the Commission on or before the Filing Date (a “Filing Default”), the Company shall pay liquidated damages to each Holder, from and including the day that the day following such Filing Default until the date extensionthat the Registration Statement is filed with the Commission, if any, granted at a rate per month (or portion thereof) equal to 0.50% of the total purchase price of the Shares purchased by such Holder pursuant to the Purchase Agreement (the “Default Rate”). If the Registration Statement is not declared effective by the Holders aboveCommission on or before one hundred twenty (120) business days following the Closing Date (a “Registration Default”), the Company shall pay liquidated damages to each Holder, from and subject to delays incurred by any Holder’s failure to comply with including the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after day following such Registration Default until the earlier of (i) the date upon which time that the high closing bid prices of Registration Statement is declared effective by the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading daysCommission, or (ii) November 15the time that the Effectiveness Period expires, 2007, at the Holders of a majority of Default Rate. In the Warrant Registrable Securities may, by notice to the Company, require event that the Company file with exercises its right pursuant to Section 3.6 to suspend the Commission availability of the Registration Statement for a registration statement under period exceeding the Securities Act maximum number of days specified therein for the applicable Suspension Period (currently expected a “Suspension Default”), the Company shall pay liquidated damages to each Holder, from and including the day following such Suspension Default until such time as the Company delivers the Advice (as defined in Section 3.6) to the Holders described in Section 3.6, at the Default Rate. In the event that the Registration Statement ceases to be on Form S-2 effective or S-3available for use by the Holders for a period in excess of sixty (60) covering all of days in any single instance or ninety (90) days in the Warrant Registrable Securities aggregate during any 12-month period (an “Effectiveness Default”), the Company shall pay liquidated damages to each Holder, from and any Note Registrable Securities then held including the day following such Effectiveness Default until such time as the Registration Statement is again effective and available for use by the Holders, at the Default Rate. The Company’s obligation to pay liquidated damages pursuant to this Section 3.1 shall accrue and that be discharged on a monthly basis. In no event shall the Company use its best efforts be required to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any pay liquidated damages in excess of the Registrable Securities is in effect at applicable maximum amount of 18.0% of the time total purchase price of the notice is given Shares purchased by such Holder pursuant to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining the effectiveness of the registration statement already in effect for an additional nine months.Purchase Agreement

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest of On or prior to the Holders request a delay of Filing Date the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period), the Company will shall prepare and file with the Commission a registration statement under the Registration Statement covering all Registrable Securities Act (currently expected for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-2 or S-3) covering all of S-3 (except if the Company is not then eligible to register for resale the Registrable SecuritiesSecurities on Form S-3, and in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to obtain cause the effectiveness of Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such registration as soon as practicable as would permit or facilitate Registration Statement continuously effective under the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of Securities Act until such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after is the earlier of (ix) the date upon when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the high closing bid prices of Registrable Securitie may be sold without any restriction pursuant to Rule 144(k) as determined by the Company’s Common Stock on counsel to the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable Company pursuant to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading dayswritten opinion letter, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Conversion Shares, require that the Interest Shares and the Warrant Shares based upon the computation on the Closing Date, the Company shall have twenty (20) Business Days to file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holderssuch additional Registration Statement, and that the Company shall use its best efforts to obtain cause such additional Registration Statement to be declared effective by the effectiveness of such registration statement Commission as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoingpossible, if a registration statement covering the resale and distribution of any of the Registrable Securities is but in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(bno event later than ninety (90) by maintaining the effectiveness of the registration statement already in effect for an additional nine monthsdays after filing.

Required Registration. (a) Not later than August 15, 2004 Within forty five (unless a majority 45)days after the Last Closing (as defined in interest the Subscription Agreement) of the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)Offering, the Company will prepare and shall file with the Commission a registration statement under the Securities Act (currently expected to be "Registration Statement") on Form S-2 S-3 (or S-3) other suitable form), covering all of the Registrable Securities, and use its best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all shares of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this AgreementSecurities then outstanding. (b) At any time after The Registration Statement shall be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the earlier of (i) the date upon which that the high closing bid prices of distribution described in the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service Registration Statement is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, completed or (ii) November 15the date that Common Stock covered by the Registration Statement is immediately transferable, 2007without volume limitations, the Holders of a majority of the Warrant Registrable Securities may, by notice pursuant to the Company, require that the Company file with the Commission a registration statement Rule 144 or another available exemption under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Act. The Company shall use its best efforts to obtain have the effectiveness Registration Statement declared effective within one hundred five (105) days of the Last Closing, and shall in any event have the Registration Statement declared effective within one hundred twenty (120) days of the Last Closing. (c) The Holders have the right to convert the Preferred Stock into Common Stock pursuant to the terms of the Subscription Agreement and the Certificate of Designation of Series A Preferred Stock of the Company and sell the Common Stock under Regulation S and applicable exemptions until such registration statement time that the Registration Statement becomes effective. (d) Notwithstanding anything to the contrary contained herein, any Holder (together with any assignee of its rights) (collectively referred to as soon as practicable as would permit "Excluded Holders") shall be entitled, by written notice to the Company delivered at any time prior to the filing of the Registration Statement contemplated by this Section 2, to elect to have the Registrable Securities issued or facilitate issuable to it excluded from the subsequent resale Registration Statement. In the event a Holder elects not to have its Registrable Securities included in the Registration Statement, the Holder shall, nonetheless, and distribution notwithstanding anything herein to the contrary, have the right (i) upon written notice to the Company from Holders of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any at least twenty-five (25%) of the Registrable Securities is not subject to another registration statement then on file with the Securities and Exchange Commission, at any time following the expiration of the seventy five (75) day period following the Last Closing, to cause the Company to effect a Demand Registration (as defined in effect at Section 3) registering the time the notice is given Registrable Securities held by such Holders on Form S-3 (or other suitable form, subject to the Company as provided in this subsection 2.1(bapproval of such Holders), then and (ii) at any time following the Company may satisfy expiration of the thirty (30) day period following the Due Date, to have its obligation to file shares included in any Piggyback Registration (as defined in Section 4), in each case in accordance with the provisions of Sections 3 and 4 hereof. In connection with a registration statement Demand Registration initiated by the Excluded Holders under this Subsection 2.1(b) by maintaining 2(d), the effectiveness Company shall pay all costs and expenses of Demand Registration in accordance with Section 9. The Excluded Holders' rights to include their Registrable Securities in a Piggyback Registration or a Demand Registration shall be limited to those instances in which their Registrable Securities are not otherwise immediately transferable pursuant to Rule 144 or another available exemption under the registration statement already in effect for an additional nine monthsAct.

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest Subject to the receipt of all necessary information from the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)Investors, the Company will shall use its reasonable best efforts to prepare and file with the Commission a “shelf” registration statement on Form S-3 under the Securities Act covering an offering of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act (currently expected the “Registration Statement”), on or before the date that is ninety (90) days after the Closing Date (the “Filing Date”), and shall use its reasonable best efforts to be cause such Registration Statement to become effective as soon as practicable after filing, and in any event no later than one-hundred twenty (120) days after the Filing Date (the “Effectiveness Date”); provided, however, that if the Company receives notification from the Commission that the Registration Statement will receive no action or review from the Commission, then the Company will, subject to its rights under Section 2(c) below, cause the Registration Statement to become effective within five (5) business days after such Commission notification. Notwithstanding the foregoing, if Form S-3 is not available for use by the Company, then the Company will file a Registration Statement on Form S-2 or S-3) covering all such form as is then available to effect a registration of the Registrable Securities, and use its best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension the consent of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities maythen outstanding, by notice which consent will not be unreasonably withheld, conditioned or delayed. (b) The Company shall use its reasonable best efforts to maintain the Company, require that effectiveness of the Company file with the Commission a registration statement Registration Statement under the Securities Act until the earliest of: (currently expected to be i) the date that is two (2) years after the Closing Date; and (ii) the date on Form S-2 or S-3) covering which all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given have been sold pursuant to the Company as provided in this subsection 2.1(bRegistration Statement or no longer constitute Registrable Securities (the “Registration Period”). (c) Notwithstanding the foregoing, then the Company may satisfy its obligation Company’s obligations under Sections 2(a) and 2(b) to file a registration statement under this Subsection 2.1(b) by maintaining Registration Statement, and to cause such Registration Statement to become and remain effective, shall be suspended, at the effectiveness option of the registration statement already Company, for a total of not more than ninety (90) days (an “Allowed Delay”) if the Company determines in effect for good faith that an additional nine monthsevent has occurred or a condition exists that results or may result in a Misstatement (as defined in Section 10 below).

Required Registration. (a) Not As promptly as practicable after the Closing Date, but in no event later than August 15, 2004 thirty (unless a majority in interest of 30) days after the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)Closing Date, the Company agrees to file a Registration Statement to register the resale of all of the Shares. The Company shall use its reasonable best efforts to cause the SEC to declare the Registration Statement effective no later than one hundred twenty (120) days following the Closing Date (the "Registration Deadline"). In the event that the Registration Statement has not been filed on or prior to the Registration Deadline, then in addition to any other rights the Holders may have hereunder or under applicable law, for each thirty (30) day period (each, a "Liquidated Damages Period') following such Registration Deadline until the date on which the Registration Statement is first filed or is no longer required to be filed pursuant to this Agreement, the Company shall issue to each Holder, as liquidated damages and not as a penalty, warrants with a term of five (5) years and an exercise price of $2.00 per share to purchase shares of Common Stock equal to 2.5% of the number of shares of Common Stock purchased by such Holder. Once the Registration Statement has been declared effective, the Company shall thereafter maintain the effectiveness of the Registration Statement until the earlier of: (i) such time as the Company reasonably determines, based on the advice of counsel, that each Holder, acting independently of all other Holders, will prepare and file with the Commission a registration statement be eligible to sell under Rule 144 promulgated under the Securities Act all of the Shares then owned by such Holder within the volume limitations imposed by Rule 144(e) in the three (currently expected 3) month period immediately following the termination of the effectiveness of the Registration, or (ii) the date on which all of the Shares held by the Holders are eligible for sale pursuant to Rule 144(k) promulgated under the Securities Act. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Shares by the Company on the Registration Statement is prohibited (the “Non-Registered Shares”) under Rule 415 in the opinion of the Commission, the liquidated damages described in this Section 5.2(a) shall not be on Form S-2 or S-3applicable to such Non-Registered Shares, in which case the Company will file additional Registration Statements (each, a “Subsequent Registration Statement”) covering each registering the Non-Registered Shares until all of the Registrable SecuritiesSecurities have been registered. The Filing Date and Effective Date of each such Subsequent Registration Statement shall be, respectively, fourteen (14) and use its best efforts to obtain forty-five (45) days after the effectiveness of first day such registration as soon as practicable as would permit or facilitate Subsequent Registration Statement may be filed without objection by the original issuance or subsequent resale and distribution of all of such Registrable SecuritiesCommission under Rule 415. The Company’s failure to obtain effectiveness of meet the Filing Date and Effective Date as they relate to the Subsequent Registration Statements shall subject it to all liquidated damage provisions set forth in this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement5.2(a). (b) At any time after If the earlier total amount of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ Systemsecurities, then on the OTC Bulletin Board as reported including Registrable Securities, requested by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable stockholders to a majority be included in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice to the Company, require that the Company file with the Commission a registration statement exceeds the amount of securities permitted to be sold under Rule 415 promulgated under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b“Rule 415”), then the Company may satisfy shall be required to include in the offering only that number of such securities, including Registrable Securities, which the Company in its obligation sole discretion determines will be permitted to file a registration statement be registered without objection by the SEC under this Subsection 2.1(b) Rule 415 (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by maintaining the effectiveness of the registration statement already each selling stockholder or in effect for an additional nine monthssuch other proportions as shall mutually be agreed to by such selling stockholders).

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest of the Holders request a delay of the Company for up Subject to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)Section 3, the Company will shall prepare and file with the Commission a registration statement under the Securities Act (currently expected to be Registration Statement on Form S-2 S-3 covering the resale of all of the Registrable Securities on May 5, 2001 (the "Filing Date"). In the event that Form S-3 is unavailable for such a registration or S-3) covering does not cover all of the Registrable Securities, the Company shall (i) register the sale of the Registrable Securities on another appropriate form reasonably acceptable to the Investor of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available. The Company shall use its reasonable best efforts to obtain the effectiveness of have such registration Registration Statement declared effective as soon after the filing thereof as practicable as would permit or facilitate possible. In the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement event that the Registration Statement is not declared effective by November 15May 25, 2004 2001 (the "Target Effective Date"), then, subject to Section 3(b) and Section 3(c) below, the Company will pay Investor, within five (5) business days of the Actual Effective Date (as defined below) the amount of eight hundred eighty-five dollars ($885) per day for each full day after the Target Effective Date that the Registration Statement has not been declared effective (such aggregate amount, the "Per Diem Payment"). Such Per Diem Payment shall be increased by an extension amount equal to the product of such date to correspond to a filing date extension(1) the amount, if any, granted by which the closing price for the Company's Common Stock, as reported on The Nasdaq Stock Market (the "Closing Price") on the Target Effective Date exceeds the Closing Price on the date the Registration Statement is declared effective by the Holders aboveCommission (the "Actual Effective Date") and (2) the number of Registrable Securities (such amount plus the Per Diem Payment, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement"Delayed Registration Payment"). (b) At any time after Notwithstanding anything to the contrary in Section 3(a) above, on the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ SystemJuly 10, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or 2001 and (ii) November 15, 2007the date that the amount of the Delayed Registration Payment (assuming for purposes of such calculation that the Actual Effective Date is the Call Date (as defined below)) is equal to fifty thousand dollars ($50,000) in the aggregate (the "Call Date"), the Holders of a majority Company shall have the right, on the first business day after the Call Date, to require the Investor to sell to the Company all of the Warrant Registrable Securities may, then owned by the Investor (the "Call Right") by providing written notice (the "Call Notice") to the Investor of its exercise of such right. The aggregate purchase price (the "Call Purchase Price") payable to the Investor by the Company for all Registrable Securities shall be equal to two million one hundred twenty-five thousand dollars ($2,125,000) plus the amount of the Delayed Registration Payment (assuming for purposes of such calculation that the Actual Effective Date is the Call Date). The closing of the purchase and sale of the Registrable Securities pursuant to this Section 3(b) shall take place on or before ten (10) business days from the Call Date at such time and at such location as may be reasonably acceptable to the Company and the Investor. At such closing (i) the Company shall pay the Call Purchase Price in full by wire transfer of immediately available funds and the Investor shall deliver the Registrable Securities to be sold to the Company duly endorsed for transfer to the Company, (ii) the parties shall execute all instruments reasonably necessary to terminate this Agreement and (iii) upon request of the Company, the Investor shall provide to the Company a certificate to the effect that the Registrable Securities are free and clear of all liens and encumbrances of any kind, nature and description. (c) Notwithstanding the foregoing, in the event that the Investor provides written notice to the Company (the "Investor Notice") on or before five (5) business days from the date of the Call Notice that it wishes to retain the Registrable Securities, then (i) the Call Right of the Company shall immediately terminate, (ii) the Investor shall retain ownership of the Registrable Securities, (iii) the Company shall thereafter use its reasonable best efforts to have the Registration Statement declared effective by the Commission as soon as reasonably practicable, and (iv) the amount of the Delayed Registration Payment shall be equal to fifty thousand dollars ($50,000) irrespective of the eventual Actual Effective Date and shall be due and payable by the Company on the fifth day following the date of the Investor Notice. (d) Subject to Section 3(e), following the Actual Effective Date, the Company will use its reasonable best efforts to cause such Registration Statement to remain continuously effective for a period that will terminate on the one year anniversary of the Completion Date (the "Registration Effective Period") provided that the Registration Statement remains effective and no stop order or suspension of the use of the Resale Registration Statement has been imposed by the Commission. (e) The Company shall have the right at any time to require that the Company file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all Investor suspend further open market offers and sales of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holderswhenever, and for so long as (subject to the penultimate sentence of this Section 3(e)), in the reasonable judgment of Company after consultation with counsel there is in existence material undisclosed information or events with respect to Company; provided that the Company shall have furnished to the Investor a certificate signed by the President of the Company stating in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the business of the Company for such registration to be used at such time (the "Suspension Right"). Subject to the penultimate sentence of this Section 3(e), in the event that the Company exercises the Suspension Right, such suspension will continue for not more than a period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by Company after consultation with counsel. The Company will promptly give the Investor notice of any such suspension and will use its best efforts to obtain limit the effectiveness length of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securitiessuspension to ten (10) days. Notwithstanding any other provision of Section 3, all such suspensions under this Section 3(e) collectively shall not exceed an aggregate of twenty (20) days during the forgoingperiod when the Registration Statement is effective. In addition, if during any period when a registration statement covering the resale and distribution of any of the Registrable Securities suspension is in effect at hereunder, Company will suspend the time use of, and not file, any other Company registration statements. (f) The Registration Statement filed pursuant to this Section 3 may include other securities of the notice is given Company with respect to which registration rights have been granted prior to the Company as provided in this subsection 2.1(b)date hereof, then and may include securities of the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining being sold for the effectiveness account of other stockholders of the Company pursuant to such registration statement already in effect for an additional nine monthsrights.

Required Registration. Within 30 days from the later of (ai) Not later than August 15, 2004 (unless a majority in interest the date of filing of the Holders request a delay Company’s Annual Report for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”) or (ii) the final Closing of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)Offering, the Company will shall prepare and file with the Commission a registration statement Registration Statement on appropriate form as determined under the Securities Act (currently expected to be on Form S-2 or S-3) covering all regulations of the Registrable SecuritiesCommission for the purpose of registering for public resale: (i) the Debenture Shares and the Warrant Shares issuable in connection with the Debentures and Warrants sold in the Offering, and (ii) the shares underlying warrants issuable to the Placement Agent in connection with the Offering. The Company shall use its best efforts to obtain the effectiveness ensure that such Registration Statement is declared effective within 120 days of such registration as soon as practicable as would permit or facilitate date. In the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extension, if any, granted event that the Registration Statement is not declared effective by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after Commission within the earlier of 120 days from (i) the due date upon which the high closing bid prices of the Company’s Common Stock on 2006 Form 10-K (as such date may have been extended pursuant to Rule 12b-25 promulgated under the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇ ▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest ) and (ii) the actual date of filing of the Holders2006 Form 10-K, or, thereafter, the Registration Statement does not stay effective for 30 consecutive days for any reason during the two year period commencing after its effectiveness, then Holder shall be entitled to liquidated damages equal to one percent (1%) exceeds 150of the Holder’s original subscription price in the Offering for each 30 day period, pro rated on a daily basis; provided, however, that such damages shall not exceed 11.25% of such Holder’s original subscription payment. The Company will agree to take all actions as are necessary to keep the exercise price Registration Statement effective until the later of: (i) the first anniversary of the Warrant for 20 consecutive trading days, first date on which no Warrants remain unexercised or unexpired and no Debentures remain unconverted or unredeemed or (ii) November 15, 2007, the Holders date all Debenture Shares and Warrant Shares may be sold without any restrictions under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of a majority securities pursuant to Rule 144(k). The Company shall bear all expenses of the Warrant Registrable Securities mayRegistration Statement, by notice including fees and expenses of counsel or other advisors to the Companyinvestors in the Placement and the Placement Agent, require that (which counsel fees shall be the Company file with sum of $15,000 and payable in advance at the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all final closing of the Warrant Registrable Securities and Offering) as well as any Note Registrable Securities then held filing fees payable in connection with any required NASD filings by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining the effectiveness of the registration statement already in effect for an additional nine monthsPlacement Agent.

Required Registration. (a) Not Subject to Sections 1.5 and 5.2 hereof, as soon as possible after the Final Closing Date, but in no event later than August 15December 28, 2004 (unless a majority in interest of the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)2003, the Company will prepare shall, at its sole cost and expense, file a Registration Statement on Form S-3 or other appropriate form under the 1933 Act with the Commission a registration statement under SEC covering the Securities Act (currently expected to be on Form S-2 or S-3) covering resale by Holder of all of the Registrable SecuritiesConversion Shares, and time being of the essence. The Company will use its best reasonable efforts to obtain the effectiveness of have such registration Registration Statement declared effective as soon as practicable possible after filing, and to keep such Registration Statement current and effective for at least two (2) years from December 28, 2003 or until such earlier date as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable SecuritiesCompany's registration obligations with respect to the Conversion Shares terminate pursuant to Section 5.2 hereof. The Company’s failure Notwithstanding anything to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extensionthe contrary contained herein, if anysuch Registration Statement shall not be filed with the SEC by December 28, granted 2003 or the Registration Statement shall not be declared effective by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time date that is three months after the earlier of December 28, 2003 or the initial filing date of the Registration Statement (for purposes of this Section 1.1, the "Target Effective Date"), in either case assuming full cooperation by the Holder (including compliance by the Holder with all its obligations under Section 1.6 hereof), then (i) with respect to the date failure to file the Registration Statement by December 28, 2003, the Conversion Price for the Preferred Stock and the Warrant Price for the Warrants shall be reduced (and concomitantly the number of shares of Common Stock issuable upon which the high closing bid prices conversion of the Company’s Preferred Stock and upon the exercise of the Warrants shall increase) by the percentage resulting from multiplying two and one-half percent (2.5%) by the number of thirty (30) day periods, or any part thereof, beyond December 28, 2003, until the initial Registration Statement described herein covering the Conversion Shares is filed with the SEC and/or (ii) with respect to the Registration Statement not being declared effective by the Target Effective Date, the Conversion Price for the Preferred Stock and the Warrant Price for the Warrants shall be reduced (and concomitantly the number of shares of Common Stock on issuable upon the NASDAQ System conversion of the Preferred Stock and upon the exercise of the Warrants shall increase) by the percentage resulting from multiplying two and one-half percent (or if not then traded on 2.5%) by the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇number of thirty (30) day periods, or if any part thereof, beyond the Target Effective Date, until the initial Registration Statement described herein covering the Conversion Shares is declared effective. The maximum reduction pursuant to this service is discontinuedprovision shall be fifteen percent (15%) with regard to the Preferred Stock Conversion Price and thirty-three and one-third percent (33?%) with regard to the Warrant Price, such other reporting service acceptable to a majority floor of $2.00 in interest the case of the Holders) exceeds 150% of Preferred Stock Conversion Price and $2.00 in the exercise price case of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice to the Company, require that the Company file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining the effectiveness of the registration statement already in effect for an additional nine monthsPrice.

Required Registration. (a) Not later than August 15For purposes of this Section 10.1 only, 2004 (unless a majority the term "Registrable Shares" shall mean the AMNEX Shares acquired pursuant to this Agreement, provided, however, that if such shares of AMNEX Shares owned by the Selling Shareholders may be sold, in interest the opinion of counsel to Buyer, pursuant to an exemption from the registration requirements of the Holders request Securities Act, including, without limitation, pursuant to Rule 144 under the Securities Act, such shares shall not be deemed to be Registrable Shares. Subject to clause (b) below (i) Buyer shall use its reasonable best efforts to cause a delay of Registration Statement covering 115,943 Registrable Shares (the Company for up "First Shares") to an additional 90 days in writing and in such case, upon expiration of this requested delaying period), the Company will prepare and file be filed with the Commission a registration statement under on or prior to March 31, 1997 (the Securities Act (currently expected "First Date") and to be on Form S-2 or S-3) covering all become effective as soon as reasonably practicable and to remain effective until the completion of the distribution of the Registrable SecuritiesShares to be offered or sold, and but in any case not longer than such period as is required for the intended method of distribution, or such shorter period which will terminate when all Registrable Shares covered by such Registration Statement have been sold or withdrawn, (ii) Buyer shall use its reasonable best efforts to obtain cause a Registration Statement covering 217,391 Shares (the effectiveness of such registration "Second Shares") plus, to the extent not already sold or currently registered under a Registration Statement, the First Shares, to be filed with the Commission on or prior to September 30, 1997 (the "Second Date") and to become effective as soon as reasonably practicable as would permit or facilitate and to remain effective until the original issuance or subsequent resale and completion of the distribution of the Registrable Shares to be offered or sold, but in any case not longer than such period as is required for the intended method of distribution, or such shorter period which will terminate when all of AMNEX Shares covered by such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extension, if any, granted by the Holders aboveRegistration Statement have been sold or withdrawn, and subject (iii) Buyer shall use its reasonable best efforts to delays incurred by any Holder’s failure cause a Registration Statement covering 217,391 Registrable Shares plus, to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default extent not already sold or currently registered under this Agreement. (b) At any time after the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007Registration Statement, the Holders of a majority of the Warrant Registrable Securities mayFirst Shares and Second Shares, by notice to the Company, require that the Company file be filed with the Commission a registration statement under the Securities Act (currently expected on or prior to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities September 30, 1998 and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement become effective as soon as reasonably practicable as would permit or facilitate and to remain effective until the subsequent resale and completion of the distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities Shares to be offered or sold, but in any case not longer than such period as is in effect at required for the time the notice is given to the Company as provided in this subsection 2.1(b)intended method of distribution, then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) or such shorter period which will terminate when all AMNEX Shares covered by maintaining the effectiveness of the registration statement already in effect for an additional nine monthssuch Registration Statement have been sold or withdrawn.

Required Registration. The Company shall: (a) Not later than August 15Subject to Section 5.2 below, 2004 (unless a majority in interest use its best efforts, subject to receipt of all necessary information from the Holders request a delay of the Company for up Purchasers, to an additional 90 days in writing and in such case, upon expiration of this requested delaying period), the Company will prepare and file with the Commission a registration statement under (the Securities Act “Registration Statement”) by (currently expected to be the “Target Date”) the later of (i) 15 Business Days after the date upon which the Commission declares effective its registration statement (File No 333-130443) on Form S-2 S-3, or S-3(ii) covering all 30 days after the consummation of the P▇▇▇▇ Acquisition; provided that the Target Date shall not be later than August 4, 2006 in any event. The Registration Statement shall cover the resale of the Common Shares and any Non-Excluded Conversion Shares (collectively, the “Registrable Securities, and use its best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extension, if any, granted ”) by the Holders above, and subject Purchasers from time to delays incurred by any Holder’s failure to comply with time through the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined over-the-counter market or in Section 4 of the Note and will also constitute an event of default under this Agreementprivately-negotiated transactions or otherwise. (b) At Provide a draft of the Registration Statement to each Purchaser for review and comment no later than five (5) trading days prior to the thirtieth (30th) day following consummation of the P▇▇▇▇ Acquisition. Subject to the provisions of Section 5.2 below, and to receipt of all necessary information from the Purchasers, the Company use reasonable efforts to cause the Registration Statement to be declared effective as promptly as practicable after filing thereof, and in any event by December 31, 2006. (c) Cause the Registration Statement to be declared effective as of 4:00 p.m. eastern time on the date when declared effective, which shall be a date not later than the fifth (5th) business day after the Company receives notification from the Commission that it has no further comments with respect to the Registration Statement. (d) File a prospectus with the Commission by 9:00 a.m. on the first trading day after the date when the Registration Statement is declared effective, whether required or not under Rule 424. (e) Use reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of the date (i) when all Registrable Securities have been sold, or (ii) which is 30 months after the date upon which the high closing bid prices Registration Statement is declared effective. (f) File any documents required of the Company’s Common Stock on Company for customary “blue sky” clearance in Wisconsin and New York and any other states specified in writing by the NASDAQ System (or if not then traded on Purchasers and reasonably required by the NASDAQ SystemPurchasers in order to resell the Registrable Securities; provided, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇however, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice to the Company, require that the Company file shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (g) File with the Commission in a registration statement timely manner the reports and other documents required to be filed by it under the Securities Act and the Exchange Act (currently expected or, if the Company is not required to be on Form S-2 file such reports, it will, upon the request of any Purchaser, make publicly available other information so long as necessary to permit sales by the Purchasers under Rule 144), all to the extent required to enable the Purchasers to sell the Registrable Securities from time to time without registration under the Securities Act within the limitations provided by Rule 144; provided, however, that nothing in this Agreement shall require the Company to file reports under the Securities Act or S-3) covering all the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any other agreement by which it is bound to do any of the Warrant Registrable Securities foregoing. (h) Subject to Section 7.1, all expenses relating to the registration and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any offering of the Registrable Securities is in effect at pursuant to this Section 5.1 shall be borne by the time Company, except that the notice is given Purchasers shall bear underwriting and selling commissions attributable to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) their Registrable Securities being registered and any transfer taxes on shares being sold by maintaining the effectiveness of the registration statement already in effect for an additional nine monthssuch Purchaser.

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest of On or prior to the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)Filing Date, the Company will shall prepare and file with the Commission a registration statement Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (currently expected x) the date when all Registrable Securities covered by such Registration Statement have been sold by the Holders or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Statement is required to be on Form S-2 or S-3) covering all filed because the holders of a majority of the Registrable Securitiesprincipal amount outstanding under the Convertible Notes reasonably determine that the actual number of Interest Payment Shares and the shares of Common Stock into which the Convertible Notes are convertible may exceed the number of shares of Common Stock initially registered in respect of the Conversion Shares and the Interest Payment Shares based upon the computation on the Closing Date, the holders shall give the Company written notice of such fact, and the Company shall have twenty (20) Business Days from the date of its receipt of such notice to file such additional Registration Statement. The Company shall use its best efforts to obtain cause such additional Registration Statement to be declared effective by the effectiveness of such registration Commission as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15possible, 2004 but in no event later than ninety (subject to an extension of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b90) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreementdays after filing. (b) At any time after the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice to the Company, require that the Company file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining the effectiveness of the registration statement already in effect for an additional nine months.

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest of On or prior to the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period)Filing Date, the Company will shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-1, Form SB-2 or Form S-3, in which case such registration statement shall be on another appropriate form in accordance herewith). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (currently expected x) the date when all Registrable Securities covered by such Registration Statement have been sold by the Purchaser or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If an additional Registration Statement is required to be on Form S-2 or S-3) covering all filed because a majority of the Registrable Securitiesholders of Series B Preferred Stock reasonably determine that the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable may exceed the number of shares of Common Stock initially registered in respect of the Conversion Shares, the Dividend Shares and the Warrant Shares based upon the computation on the Closing Date, the holder[s] shall give the Company written notice of such fact, and the Company shall have twenty (20) Business Days from the date of its receipt of such notice to file such additional Registration Statement. The Company shall use its best efforts to obtain cause such additional Registration Statement to be declared effective by the effectiveness of such registration Commission as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15possible, 2004 but in no event later than ninety (subject to an extension of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b90) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreementdays after filing. (b) At any time after the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice to the Company, require that the Company file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under this Subsection 2.1(b) by maintaining the effectiveness of the registration statement already in effect for an additional nine months.