Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. (i) Following the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (a) Registration is mandatory : (i) Following On or prior to the Closing Dateissuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC have caused a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, Securities issuable upon the conversion of the Debentures to the extent allowable under the Securities Act be declared effective and the rules and regulations promulgated thereunder (including Rule 416), Company shall state that such cause the Registration Statement also covers such indeterminate number to remain effective until all of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactionsRegistrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise the conversion of or otherwise pursuant to all outstanding Debentures based upon the Warrants, without regard to any limitations on Bid Price of the Investors’ ability to exercise Common Stock upon the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration date of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) initial filing with the Investors and their counsel prior to its filing or other submissionSEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If for at any reasontime the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, despite the Company’s use Company shall, within thirty (30) days after receipt of its best efforts to include all of a written notice from the Registrable Securities in Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2 2.01 (a)(ia) above (and subject to Section 3(qi) below), the SEC does not permit all cover the requisite number of the Registrable Securities to be included inSecurities, or for any other reason any Registrable Securities are not then included in, such Registration Statementas provided in Section 2.01 (a) (i), then the Company shall prepare, and, as soon as practicable but in no event later than pay to the Additional Filing Deadline, file with Investor an amount equal to two 2% percent of the SEC an additional principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement covering is declared effective by the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.Commission (the "2.01 (a)

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in such Registration Statement shall be no less than full at the aggregate Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares that are then (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of or otherwise pursuant to the unexercised portion of the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement. (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any of Registrable Securities Securities, the Company shall not already covered by an existing and effective Registration Statement for an offering to be made file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement on a continuous basis pursuant to Rule 415Form S-4 or Form S-8.

Mandatory Registration. Within fifteen (i15) Following days of the Closing DateCompany filing its Form 10K for 2005, but in no event later than October 15, 2005 (the "Filing Deadline"), the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement or Registration Statements (the “Mandatory Registration Statement”as is necessary) on Form S-3 SB-2 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration of the Registrable Securitiesregistration), subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration StatementStatement(s) shall state that, to the extent allowable in accordance with Rule 416 promulgated under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number Company shall initially register for resale an amount of shares of Common Stock initially included in such which would be issuable on the date preceding the filing of the Registration Statement shall be no less than based on the aggregate Fixed Conversion Price (as defined in the Debenture Agreement) of the Company’s Common Stock on such date and the amount reasonably calculated that represents the number of Warrant Shares that are then shares issuable upon exercise of or otherwise pursuant to the Warrantsterms of the Offering, without regard to any limitations on including those Shares underlying the Investors’ ability to exercise the WarrantsWarrant Agreement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The total amount of effectiveness thereof) Shares shall be provided both 1) the amount specified in the Warrant Agreement and 2) the Face Amount of the Debenture divided by the Fixed Conversion Price. For example, if the Fixed Conversion Price is one dollar (1.00) per share, the amount of Shares to be registered will be one million five hundred thousand (and shall be subject 1,500,000) shares. (1,500,000/1.00). In the event the Company cannot register sufficient shares of Common Stock, due to the approvalremaining number of authorized shares of Common Stock being insufficient, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s Company will use of its best efforts to include all register the maximum number of shares it can based on the Registrable Securities in remaining balance of authorized shares and will use its best efforts to increase the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all number of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, its authorized shares as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415reasonably practicable.

Mandatory Registration. (a) The Company shall use commercially reasonable efforts to (i) Following the Closing Date, the Company shall prepare, and, (ii) on or prior to the applicable Filing Deadlinedate that is three hundred (300) calendar days after the Effective Date, file with the SEC a Registration Statement on Form S-1 (the “Mandatory Registration StatementRegistration”) on Form S-3 (or); provided, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securitiesthat, subject to the consent limitations set forth in Section 2(b), a portion of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in covered by such Registration Statement may cover the resale of Registrable Securities; provided, further, that the Company shall not be required to file such Registration Statement if (A) the conditions to the Required Merger Transactions (other than the effectiveness of the Registration Statement) have not been fulfilled; or (B) the board of directors of the Company determines, in the good faith exercise of its business judgment, that market conditions are not conducive to meeting the Company’s valuation expectations. (b) Prior to the commencement of the road show related to the Mandatory Registration, the Company shall provide each Investor with written notice (the “Registration Notice”) of the anticipated price range per share in the offering, the low price in such range being referred to herein as the “Floor.” Within seven (7) calendar days after the date of the Registration Notice, each Investor may deliver to the Company written notice (the “Sale Notice”) of the percentage of such Investor’s Registrable Securities that such Investor wishes to sell in the Mandatory Registration, subject to the limitations set forth below. Any Investor that does not timely deliver a Sale Notice shall be no less than deemed to have waived its right to sell Registrable Securities in the Mandatory Registration. The aggregate number of Warrant Shares Registrable Securities that are then issuable upon exercise of or otherwise pursuant to may be included in the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Mandatory Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approvalfollowing limitations: (i) Subject to Section 2(b)(iii), which with respect to each Investor, such Investor may include no more than 40% of such Investor’s Registrable Securities in the Mandatory Registration; provided, that for each ▇▇▇▇▇▇ Investor, such limitation shall not be unreasonably withheld or delayed25%; provided, of) the Investors and their counsel prior to its filing or other submissionfurther, that for each Management Investor, such limitation shall be 10%. (ii) If for any reason, despite the Company’s use aggregate number of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included inin the Mandatory Registration exceeds the product of 0.17, or for any multiplied by the sum of (A) all shares of Common Stock other reason any than Registrable Securities are not then included in, such to be registered pursuant to the Registration Statement, plus (B) all shares of Registrable Securities (including Registrable Securities to be registered pursuant to the Registration Statement) (such product being the “Control Cap”), then the aggregate number of Registrable Securities included in the Mandatory Registration shall be reduced by such excess pro rata among the respective selling Investors on the basis of the number of Registrable Securities requested to be sold by each such Investor. The Company shall provide written notice to the selling Investors of any such reduction. (iii) If the aggregate number of Registrable Securities to be included in the Registration Statement is less than the Control Cap, then the ▇▇▇▇▇▇ Investors shall have the right, but not the obligation, to increase the percentage of the ▇▇▇▇▇▇ Investors’ Registrable Securities to be include in the Mandatory Registration, up to the amount of the available shortfall. (iv) If the proposed offering price in the Mandatory Registration is lower than the Floor and the Company has decided to proceed with the Mandatory Registration, the Company shall prepareprovide each selling Investor with written notice (the “Floor Notice”) of the proposed offering price range. Within seven (7) calendar days after the date of the Floor Notice, andnotwithstanding any Sale Notice previously delivered by such selling Investor, as soon as practicable but each such selling Investor may deliver to the Company written notice (the “Withdrawal Notice”) of such selling Investor’s desire to withdraw from participation in no event later than the Additional Filing DeadlineMandatory Registration. Any selling Investor that does not timely deliver a Withdrawal Notice shall be deemed to have waived its right to withdraw from participation in the Mandatory Registration. Following its receipt of any Withdrawal Notices, file the Company shall comply with the SEC provisions of Section 2(b)(iii) if applicable. (c) If the managing underwriters of the Mandatory Registration advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an additional Registration Statement covering orderly manner in such offering without adversely affecting the resale marketability of all the offering and within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration pro rata among the selling Investors on the basis of the number of Registrable Securities proposed to be sold by each such Investor, and (iii) third, the other securities, if any, requested to be included in such registration not already covered by an existing and effective Registration Statement for an offering clauses (i) or (ii) of this Section 2(c) pro rata among the holders of such securities on the basis of the number of shares requested to be made on a continuous basis pursuant to Rule 415registered by such holders or as such holders may otherwise agree in writing.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, andand not later than January 29, on or prior to the applicable Filing Deadline1999, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor or its assignees of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially at least equal to the Initial Registration Amount. If (i) at any time the number of shares of Common Stock included in such the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be no less than the aggregate number of Warrant then applicable Registration Amount or (ii) the Second Tranche Shares that are then and the Aura Repricing Shares issuable upon exercise of or otherwise pursuant the Second Tranche Repricing Rights are not permitted to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities included in the initial Registration Statement filed pursuant to this Section 2 (a)(i) above (and subject to Section 3(q) below2(a), the SEC does not permit all of the Registrable Securities to be included inthen promptly, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock at least equal to the resale difference between the Registration Amount and the number of shares previously registered. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). No securities other than the Registrable Securities not already covered by an existing and effective the securities registrable pursuant to the Other Registration Rights Agreements may be included in any Registration Statement for an offering to be made on a continuous basis filed pursuant to Rule 415this Agreement.

Mandatory Registration. (i) Following the Closing Datedate hereof, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant with respect to the Warrants or the Warrant Shares Registrable Securities included in such Registration Statement to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Conversion Shares that are then issuable upon exercise conversion of or otherwise the shares of Preferred Stock then outstanding pursuant to the WarrantsCertificate of Designation, without regard to any limitations on conversion or issuance set forth in the Investors’ ability to exercise the WarrantsCertificate of Designation. Each Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (above, and subject to its compliance with the terms of Section 3(q3(r) below)hereof, the SEC does Company is not permit permitted (including, without limitation, by the SEC) to include all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration StatementStatement or any additional Registration Statement filed pursuant to the provisions set forth below in this Section 2(a)(ii), then the Company shall preparereduce the number of Registrable Securities included in such Registration Statement filed pursuant to Section 2(a)(i) above or in any such additional Registration Statement filed pursuant to this Section 2(a)(ii), andas the case may be, on behalf of the Investors in whole or in part (in case of an exclusion as to a portion of such Registrable Securities that the Company is not permitted to include in such Registration Statement or such additional Registration Statement, as the case may be, such portion shall be allocated pro rata among such Investors in proportion to the respective numbers of such Registrable Securities that otherwise would be registered by or on behalf of each such Investor over the total amount of such Registrable Securities that otherwise would be registered by or on behalf of all Investors). Any Registrable Securities that are not included in the Registration Statement filed pursuant to Section 2(a)(i) above or any additional Registration Statement filed pursuant to the provisions set forth below in this Section 2(a)(ii), as the case may be, in accordance with the foregoing provisions of this Section 2(a)(ii) are referred to in this Agreement as the “Excluded Securities.” In the event that there are Excluded Securities in connection with the Registration Statement filed pursuant to Section 2(a)(i) above or any additional Registration Statement filed pursuant to the provisions set forth below in this Section 2(a)(ii), as the case may be, then (A) the Company shall give the Investors prompt notice of the number of Excluded Securities, and (B) as soon as the Company first knows that any Excluded Securities are now permitted (including, without limitation, by the SEC) and/or otherwise able to be included in an additional Registration Statement filed pursuant to this Section 2(a)(ii), the Company shall prepare and file with the SEC, as soon as practicable but in no event later than the applicable Additional Filing Deadline, file with the SEC an such additional Registration Statement covering the resale of all Registrable such Excluded Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Such additional Registration Statement shall be on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of such Excluded Securities). It is agreed and understood that the Company shall, from time to time, be obligated pursuant to, and in accordance with, this Section 2(a)(ii) to file one or more additional Registration Statements to register any Excluded Securities that are not registered for resale pursuant to a pre-existing Registration Statement filed pursuant to this Agreement. (iii) The Company shall not, without the consent of the Requisite Investors, include in any Registration Statement filed pursuant to this Section 2(a) or Section 3(b) any securities other than Registrable Securities.

Mandatory Registration. Within ten (i10) Following days of the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement or Registration Statements (the “Mandatory Registration Statement”as is necessary) on Form S-3 SB-2 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration of the Registrable Securitiesregistration), subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration StatementStatement(s) shall state that, to the extent allowable in accordance with Rule 415 promulgated under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number Company shall initially register for resale an amount of shares of Common Stock initially included in such which would be issuable on the date preceding the filing of the Registration Statement shall be no less than based on the aggregate Fixed Conversion Price (as defined in the Debenture Agreement) of the Debentures dated February 10, 2006 and the amount reasonably calculated that represents the number of Warrant Shares that are then shares issuable upon exercise of or otherwise pursuant to the Warrantsterms of the Offering, without regard to any limitations on including those Shares underlying the Investors’ ability to exercise the WarrantsWarrant Agreement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The total amount of effectiveness thereof) Shares shall be provided both 1) the amount specified in the Warrant Agreement and 2) the Face Amount of the Debenture, dated February 10, 2006, divided by the Fixed Conversion Price. For example, if the Fixed Conversion Price is nine cents ($.09) per share, the amount of Shares to be registered will be nine million one hundred and thirty-eight thousand eight hundred and eighty-nine shares (and shall be subject 9,138,889) shares. ($822,500/.09). In the event the Company cannot register sufficient shares of Common Stock, due to the approvalremaining number of authorized shares of Common Stock being insufficient, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s Company will use of its best efforts to include all register the maximum number of shares it can based on the Registrable Securities in remaining balance of authorized shares and will use its best efforts to increase the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all number of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, its authorized shares as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415reasonably practicable.

Mandatory Registration. (a) At any time from and after the earliest of (i) Following one hundred eighty (180) days after the Closing DateDate (as defined in the Merger Agreement); (ii) the first date upon which the Company is eligible to register securities for reoffer and resale using a Registration Statement on Form S-3; and (iii) the date upon which the H▇▇▇▇ Employment Agreement (as defined in the Merger Agreement) is terminated by the Company without “Cause” or by D▇▇▇▇▇ ▇. ▇▇▇▇▇ for “Good Reason” (as those terms are defined in the H▇▇▇▇ Employment Agreement), and for so long as the Shareholders or their respective transferees own beneficially or of record any Registrable Securities, the Company shall prepareshall, andupon the written request (hereinafter a “notice”) of a holder or holders of a majority of the then outstanding Registrable Securities, on or prior and subject to the applicable Filing Deadlinecovenants, terms and conditions of Section 2(b) below, prepare and file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (orS-1 or Form S-3, if Form S-3 is not then availableas the case may be, on under the Securities Act, pursuant to Rule 415 under the Securities Act, covering the resale from time to time, of all of the shares of Registrable Securities held by such form of requesting holder or holders and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as is then available to effect soon as practicable thereafter; provided, further, that in the event that additional Registrable Securities are issued after the Closing Date (as defined in the Merger Agreement), the Company shall, upon the written request of a Registration holder of the Registrable Securities, subject to the consent covenants, terms and conditions of Section 2(b) below, prepare and file with the InvestorsCommission such additional Registration Statements as may be necessary to cover the resale from time to time of any such additional Registrable Securities; provided, which consent further, that the Company may, by notice to the requesting holder or holders, as the case may be, delay such requested registrations for the Maximum Delay Period if and for so long as the Delay Conditions exist. The Registration Statement shall contain the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall not be unreasonably withheldobligated pursuant to this Section 2 to effectuate more than one (1) covering registration for the benefit of the holders of Registrable Securities, except as provided for in this Section 2(a) with respect to additional Registrable Securities issued after the Closing Date (as defined in the Merger Agreement). In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall register the resale of the Registrable Securities, which Securities on another such other available form of Registration Statement, Statement reasonably acceptable to the extent allowable requesting holder or holders. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 1.2: (i) within one hundred eighty (180) days after the effective date of a Registration Statement filed by the Company covering a primary underwritten public offering of securities of the Company under the Securities Act with an aggregate offering price (before underwriting commissions and expenses) of at least Ten Million Dollars ($10,000,000); provided that such offering was made in accordance with Section 6(a) below, or (ii) during the rules period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and regulations promulgated thereunder ending on the date one hundred (including 180) days immediately following the effective date of any Registration Statement pertaining to securities of the Company (other than a registration of securities in a Rule 416145 transaction or with respect to an employee benefit plan), shall state provided that the Company is actively employing in good faith all reasonable best efforts to cause such Registration Statement also covers to become effective and that the Company’s estimate of the date of filing such indeterminate number Registration Statement is made in good faith. (b) Immediately following receipt of additional shares of Common Stock as may become issuable upon exercise of or otherwise any notice pursuant to Section 2(a), the Warrants Company shall promptly notify all holders of Registrable Securities from whom such notice has not been received and, as soon thereafter as practicable, shall file a Registration Statement with the Commission and use all reasonable best efforts to have such Registration Statement declared effective under the Securities Act as soon as practicable, so as to permit the public sale in accordance with the method of disposition specified in such notice from requesting holders (such method of disposition shall be as requested by such holder or holders of a majority of Registrable Securities included in such notices received by the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The Company) of the number of shares of Common Stock initially included Registrable Securities specified in such Registration Statement notice (and in all notices received by the Company from other holders within twenty (20) days after the giving of such notice by the Company). If such method of disposition shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrantsan underwritten public offering, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approvalcovenants, terms and conditions of Section 6 below, the Company shall designate the managing underwriter of such offering, following consultation and subject to the approval of the holders of Registrable Securities from whom notice has been received, which approval shall not be unreasonably withheld or delayed. All holders of Registrable Securities providing notice to the Company pursuant to the foregoing, ofmust participate in such underwriting. The Company’s registration obligation hereunder shall be deemed satisfied only when a Registration Statement(s) covering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall use all reasonable best efforts: (i) to keep the Registration Statement continuously effective in order to permit the Prospectus to be usable by holders for resales of Registrable Securities until the earlier of (A) the Investors sale under the Registration Statement of all the Registrable Securities registered thereunder and their counsel prior (B) all of the securities ceasing to its filing or other submission.be Restricted Securities (such period being referred to herein as the “Effectiveness Period”); and (ii) If for after the Effective Time and during the Effectiveness Period, promptly upon the request of any reason, despite the Company’s use holder of its best efforts to include all of the Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Prospectus for resales of Registrable Securities, including without limitation any action necessary to identify such holder as a selling securityholder in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)Statement; provided, the SEC does not permit all however, that nothing in this subparagraph shall relieve such holder of the Registrable Securities obligation to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then return a completed and signed Notice and Questionnaire to the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file accordance with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Section 3(a) hereof.

Mandatory Registration. (i) Following the Closing Datedate of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities, subject to the consent of the Required Investors, which consent shall not be unreasonably withheld) ), or file one or more prospectus supplements to an effective Shelf Registration Statement of the Company, covering the resale of all of the Registrable Securities, which Registration StatementStatement (or prospectus supplement), to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement (or prospectus supplement) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion (as applicable) of or otherwise pursuant to or in respect of the Warrants or the Warrant Shares Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement (or prospectus supplement) shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant 54,968,244, subject to adjustment for any Stock Event occurring prior to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each effective date of such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionStatement. (iii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in the any Registration Statement (or prospectus supplement) filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q3(j) below), the SEC does not permit all of the such Registrable Securities to be included inin such Registration Statement, or for any other reason any such Registrable Securities are not then included in, such in a Registration StatementStatement (or prospectus supplement), then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (ii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” in substantially the form attached hereto as Exhibit A. If requested by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement, the Company shall incorporate in the "plan of distribution" such information as such holders may reasonably request to have included therein. No Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Required Investors and Legal Counsel (as defined below) prior to its filing or other submission.

Mandatory Registration. If at any time the Required Holders (ias defined below) Following request that the Closing DateCompany file a Registration Statement having an aggregate offering price to the public of not less than Five Million Dollars ($5,000,000), the Company shall prepare, use its best efforts to prepare and, on or prior to the applicable Filing Deadlineas soon as practicable, file with the SEC Commission a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form covering the resale of Registration Statement as is then available to effect a Registration all of the Registrable Securities; provided however, the Company shall not be required to effect the foregoing registration prior to the second anniversary of the Closing (as defined in the Securities Purchase Agreement). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the consent provisions of Section 2(d) of this Agreement. The Registration Statement prepared pursuant hereto shall register the Registrable Securities for resale, including at least 130% of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included issuable upon conversion of the Series AA Preferred by such Investors from time to time in accordance with the methods of distribution elected by such Investors. The Registration Statement shall be no less than contain (except if otherwise directed by the aggregate number holders of Warrant Shares that are then issuable upon exercise at least a majority of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, ofRegistrable Securities) the Investors “Selling Securityholders” and their counsel prior to its filing or other submission. (ii) If for any reason, despite “Plan of Distribution” sections in substantially the Company’s form attached hereto as Exhibit A. The Company shall use of its best efforts to include all have the Registration Statement declared effective by the Commission as soon as practicable, but not later than 90 calendar days after such Investors’ request (the “Effectiveness Deadline”). The Company shall not be obligated to file a Registration Statement on Form S-1 (or, regardless of the value of the Registrable Securities in covered thereby, on any other Form promulgated under the ▇▇▇▇ ▇▇▇) and cause it to become effective prior to the second anniversary of the date hereof nor more than twice under this Section 2(a). There shall be no limit to the number of Registration Statement Statements on Form S-3 required to be filed pursuant and to become effective under this Section 2 (a)(i) above (and subject to Section 3(q) below2(a), ; provided that the SEC does not permit all value of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration each such registration Statement for an offering to be made on a continuous basis pursuant to Rule 415is not less than $500,000.

Mandatory Registration. (ia) Following Promptly, but no later than thirty days after, the Closing DateDate (the “Filing Deadline”), the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a one Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availableavailable to the Company, then on (i) Form S-1 or (ii) such other form of Registration Statement registration statement as is then available to effect a Registration registration for resale of the Registrable Securities, subject subject, in the case of clause (ii) above, to the consent of the Majority Common Investors’ prior written consent), which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Securities in an amount at least equal to the Warrant Shares (the “Initial Registration Statement”). The Initial Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances similar transactions or similar transactionsother adjustments provided for in the Warrant with respect to the Registrable Securities. The number of Initial Registration Statement shall not include any shares of Common Stock initially included in such Registration Statement shall be no less than or other securities for the aggregate number account of Warrant Shares that are then issuable upon exercise any other holder without the prior written consent of or otherwise pursuant to the Warrants, without regard to any limitations on the Majority Common Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject in accordance with Section 2.4(a)(iii) to the approval, which shall not be unreasonably withheld or delayed, of) the Common Investors and their counsel prior to its filing or other submission. (b) At such time as additional shares of Common Stock (“Additional Shares”) become issuable upon the exercise of the Warrant (whether due to an adjustment under the Warrant or otherwise), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend any Registration Statement filed pursuant to Section 2.1(a), if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) If such other form of registration statement as is then available to effect a registration for resale of such Additional Shares, subject, in the case of clause (ii) above, to the Majority Common Investors’ prior written consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. Such Registration Statement shall not include any reasonshares of Common Stock or other securities for the account of any other holder without the prior written consent of the Majority Common Investors. (c) Notwithstanding the registration obligations set forth in this Section 2.1, despite in the Company’s event that the SEC informs the Company that all of the Registrable Securities may not, as a result of the application of Rule 415 or any other applicable securities law, rule or regulation, be registered for resale as a secondary offering on a single registration statement, the Company agrees to (i) promptly inform each of the Common Investors thereof, and (ii) use of its all best efforts to include promptly file amendments to the Initial Registration Statement as required by the Commission and/or (iii) promptly withdraw the Initial Registration Statement and promptly file a new registration statement (a “New Registration Statement”), in either case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use all reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including the Manual of Publicly Available Telephone Interpretations D.29. In the event that the Company amends the Initial Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such files a New Registration Statement, then as the case may be, under clauses (ii) or (iii) above, the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, will use all reasonable best efforts to file with the SEC, as promptly as allowed by the SEC an additional or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement covering (the resale of all Registrable Securities not already covered by an existing and effective “Remainder Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Statements”).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, no later than forty-five (45) days following the initial Closing Date under the Stock Purchase Agreement, and the issuance of the Additional Warrants, if issued, either a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors (oror such lesser number as may be required by the SEC, if but in no event less than the number of shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Form S-3 is not then availableS-3, on such form of or an amendment to any pending Company Registration Statement as is then available to effect a on Form S-3, and such Registration of the Registrable SecuritiesStatement or amended Registration Statement shall state that, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Preferred Stock and the Exercise of the Warrants resulting from adjustment in the Conversion Price, or the Warrant Shares to prevent dilution resulting from stock splits, or stock dividends, stock issuances or similar transactions). The If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Preferred Stock may be no less than converted or the Warrants or Additional Warrants, if issued, are exercisable, exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within fifteen (15) business days after receipt of or otherwise pursuant to the Warrantsa written notice from any Investor, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofi) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock into which the Registrable Securities to Preferred Stock may be included inconverted, or for any other reason any Registrable Securities the Warrants or Additional Warrants if issued are not then included inexercisable, or (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form S-3 to register the shares of Common Stock into which the preferred Stock may be converted, or the Warrants or Additional Warrants, if issued, are exercisable, that exceed the aggregate number of shares of Common Stock already registered. If the state of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, in the view of all Registrable Securities not already covered by the staff, such registration would constitute a primary offering the Company, then the Company shall have an existing and effective Registration Statement for an offering additional sixty (60) days in which to be made on a continuous basis pursuant amend such registration statement to Rule 415another available form.

Mandatory Registration. (a) Registration is mandatory : (i) Following On or prior to the Closing Dateissuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC have caused a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, Securities issuable upon the conversion of the Debentures to the extent allowable under the Securities Act be declared effective and the rules and regulations promulgated thereunder (including Rule 416), Company shall state that such cause the Registration Statement also covers such indeterminate number to remain effective until all of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactionsRegistrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise the conversion of or otherwise pursuant to all outstanding Debentures based upon the Warrants, without regard to any limitations on Bid Price of the Investors’ ability to exercise Common Stock upon the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration date of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) initial filing with the Investors and their counsel prior to its filing or other submissionSEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If for at any reasontime the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, despite the Company’s use Company shall, within thirty (30) days after receipt of its best efforts to include all of a written notice from the Registrable Securities in Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2 2.01 (a)(ia) above (and subject to Section 3(qi) below), the SEC does not permit all cover the requisite number of the Registrable Securities to be included inSecurities, or for any other reason any Registrable Securities are not then included in, such Registration Statementas provided in Section 2.01 (a) (i), then the Company shall preparepay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a) Payment"). The 2.01 (a) Payment shall be paid in immediately available funds with three (3) business days after the end of each month. If the Investor elects to have the 2.01 (a) Payment paid in shares of Common Stock, and, as soon as practicable but then such amount may be converted into shares of Common Stock in no event later than the Additional Filing Deadline, file accordance with the SEC an additional Registration Statement covering terms of the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Debentures.

Mandatory Registration. (i) Following the Closing date on which any or Notes are issued pursuant to the Purchase Agreement (each, an “Issuance Date”), the Company shall prepare, and, and file with the SEC on or prior to the applicable Filing Deadline, file with the SEC Deadline a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities issued on the applicable Issuance Date, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of the Notes or otherwise pursuant to the Warrants or the Warrant Shares Notes to prevent dilution resulting from changes in stock prices, stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares shares that are then issuable upon exercise conversion of or the Notes, and/or otherwise pursuant to the WarrantsNotes issued on the Issuance Date, without regard to any limitations limitation on the Investors’ ability to exercise convert the WarrantsNotes. Each The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such in the Registration Statement filed pursuant to Section 2(a)(i) above (the “Limited Registration Statement”), then the Company shall preparewill first include in such Limited Registration Statement the maximum amount of Note Shares that are permitted to be so included, with each Investor having the right to sell an amount of Note Shares under such Limited Registration Statement on a pro rata basis amongst the holders of the Notes based on the number of shares of Common Stock issuable upon conversion of the outstanding Notes, and, as soon as practicable but additional shares can be included in no event later than the Additional Filing DeadlineLimited Registration Statement or any other Registration Statement, file the Company will include such additional number of Note Shares as are permitted to be included by the SEC, with each Investor having the right to sell an amount of Note Shares under such Limited Registration Statement or any other Registration Statement on a pro rata basis amongst the holders of the Notes based on the number of shares of Common Stock issuable upon conversion of the outstanding Notes. The Company shall continue to register all then unregistered Registrable Securities thereafter as permitted by the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415as expeditiously as possible.

Mandatory Registration. The Company shall prepare and file with the SEC, no later than forty-five (i45) Following calendar days after the Closing Due Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the Warrants would be exercised and the $550,000 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Due Date, then in such event the Company shall preparepay the Investor 2% of the face amount of each Debenture for each 30 day period, andor portion thereof, on or prior to after forty-five (45) calendar days following the applicable Filing Deadline, file with Due Date that the SEC a Registration Statement (is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the “Mandatory Company exclusive of Registration Statement”) Statements on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement S-8 and so long as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable permissible under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), Act. Such Registration Statement shall state that such Registration Statement that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock Stock splits, or stock dividends, stock issuances or similar transactions. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Debenture(s) may be no less than converted exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within ten (10) business days after receipt of or otherwise pursuant to the Warrantswritten notice from any Investor, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofi) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock into which the Registrable Securities to Debenture(s) may be included inconverted, or for any other reason any Registrable Securities are not then included in, (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on such form as is applicable to register the resale shares of all Registrable Securities not Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already covered by an existing and effective registered which new Registration Statement shall be filed within 45 days. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for an offering liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to be made on qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a continuous basis penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to Rule 415the terms of this Agreement, the Subscription Agreement and the Debenture.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in such Registration Statement shall be no less than full at the aggregate Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date PLUS (y) the number of Warrant Shares that are then (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of or otherwise pursuant to the unexercised portion of the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement. (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any of Registrable Securities Securities, the Company shall not already covered by an existing and effective Registration Statement for an offering to be made file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement on a continuous basis pursuant to Rule 415Form S-4 or Form S-8.

Mandatory Registration. (ia) Following the Closing DateAs soon as practicable, but in any event no later than May 28, 2004, the Company shall prepareprepare and file with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form SB-2 or other applicable form as determined by the Company (the "REGISTRATION STATEMENT") for the purpose of registering the sale of the Shares by Warrantholder from time to time on the facilities of any securities exchange or trading system on which the Common Stock is then traded or in privately-negotiated transactions, andwhich Registration Statement shall contain all material information required to be set forth therein and all material information disclosed to Warrantholder. For purposes of this Section 9, the term "SHARES" shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares, or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon as practicable, and in any event on or prior to the applicable Filing DeadlineAugust 30, 2004. (b) The Company shall prepare and file with the SEC a Commission such amendments and supplements to the Registration Statement (and the “Mandatory prospectus forming a part thereof as may be necessary to keep the Registration Statement”) Statement effective until the earliest date, after the date on Form S-3 (or, if Form S-3 is not then availablewhich all of the Shares have been purchased pursuant to this Agreement or the obligation of Warrantholder to purchase the Shares pursuant to this Agreement has been terminated, on such form which (i) all the Shares have been disposed of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject pursuant to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, (ii) all of the Shares then held by Warrantholder may be sold within a three month period under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the extent allowable Company has determined that all Shares then held by Warrantholder may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the rules certificates, if any, representing such Shares (the period between the Registration Date (as defined below) and regulations promulgated thereunder (including Rule 416the earliest of such dates is referred to herein as the "REGISTRATION PERIOD"). At any time after the end of the Registration Period, shall state that such the Company may withdraw the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant and its obligations under this Section 9.1 shall automatically terminate. (c) The Company shall not be obligated to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (prepare and each file a post-effective amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld Registration Statement or delayed, ofthe prospectus constituting a part thereof during the continuance of a Blackout Event. A "BLACKOUT EVENT" means any of the following: (a) the Investors and their counsel prior to its filing possession by the Company of material information that is not ripe for disclosure in a registration statement or other submission. (ii) If for any reasonprospectus, despite as determined in good faith by the Company’s use Chief Executive Officer or the Board of its best efforts to include all Directors of the Registrable Securities Company or that disclosure of such information in the Registration Statement filed pursuant or the prospectus constituting a part thereof would be materially detrimental to Section 2 (a)(i) above (the business and subject to Section 3(q) below), the SEC does not permit all affairs of the Registrable Securities to Company; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be included inmaterially adversely affected by disclosure in a registration statement or prospectus at such time. Notwithstanding the foregoing, or no Blackout Event shall continue for any other reason period in excess of 30 days and there may be no more than one Blackout Period in any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415180 day period.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadlinedate which is twenty-one (21) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement registration statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statementregistration statement, to the extent allowable under the Securities 1933 Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement registration statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such the Registration Statement shall be no less than two (2) times the aggregate number of Conversion Shares, plus the number of Warrant Shares Shares, that are then issuable upon conversion of the Preferred Stock and the exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Preferred Stock or exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto; provided, and each request for acceleration however, that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant shall not exceed 2,153,344. The Company acknowledges that the number of shares to Section 2 (a)(i) above (and subject to Section 3(q) below), be initially included in the SEC does not permit all Registration Statement will represent a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Preferred Stock and exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Mandatory Registration. The Company shall prepare and file with the SEC, no later than forty-five (i45) Following calendar days after the Closing Due Date, a Registration Statement covering a sufficient number of shares of Common Stock for the Initial Investors into which the Warrants would be exercised and the $1,119,600 of Debentures, plus accrued interest, in the total offering would be convertible. In the event the Registration Statement is not filed within forty-five (45) calendar days after the Due Date, then in such event the Company shall preparepay the Investor 2% of the face amount of each Debenture for each 30 day period, andor portion thereof, on or prior to after forty-five (45) calendar days following the applicable Filing Deadline, file with Due Date that the SEC a Registration Statement (is not filed. The Investor is also granted Piggy-back registration rights on any other Registration Statement filings made by the “Mandatory Company exclusive of Registration Statement”) Statements on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement S-8 and so long as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable permissible under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), Act. Such Registration Statement shall state that such Registration Statement that, in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock Stock splits, or stock dividends, stock issuances or similar transactions). The If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Debenture(s) may be no less than converted exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within ten (10) business days after receipt of or otherwise pursuant to the Warrantswritten notice from any Investor, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofi) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock into which the Registrable Securities to Debenture(s) may be included inconverted, or for any other reason any Registrable Securities are not then included in, (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on such form as is applicable to register the resale shares of all Registrable Securities not Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already covered by an existing and effective registered which new Registration Statement shall be filed within 45 days. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is filed. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to file with the SEC, said Registration Statement no later than forty-five (45) calendar days after the Due Date will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for an offering liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to be made on qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a continuous basis penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to Rule 415the terms of this Agreement, the Subscription Agreement and the Debenture.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 45 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included at least equal to the sum of (x) a number of shares of Common Stock equal to 205% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in such Registration Statement shall be no less than full at the aggregate Fixed Conversion Price (as defined in the Certificates of Designations) on the SEC Filing Date plus (y) the number of Warrant Shares that are then (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificates of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 120% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of or otherwise pursuant to the unexercised portion of the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than (i) the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement, (ii) Foothill Capital Corporation with respect to 325,000 shares of Common Stock issuable upon exercise of outstanding warrants and (iii) Reedland Capital Partners with respect to 100,000 shares of Common Stock issuable upon exercise of Warrants issuable in connection with the transactions contemplated by the Subscription Agreement. (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any of Registrable Securities Securities, the Company shall not already file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement on Form S-4 or Form S-8; provided, however, that this Section 2(a)(2) shall not apply to a registration statement filed by the Company after the SEC Filing Date with respect to a transaction covered by an existing and effective Registration Statement for an offering clause (z) of Section 4(i)(2) of the Subscription Agreement in which the Company proposes to be made on a continuous basis pursuant to Rule 415register at least $10,000,000 of its equity securities.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlinedate which is 45 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 S-1 (oror Form S-3, if Form S-3 the Company is not then availableeligible to use such form), which, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included in such Registration Statement shall be no less than at least equal to the aggregate greater of (A) 1,800,000 shares of Common Stock or (B) the sum of (x) the number of Common Shares PLUS (y) the number of Warrant Shares that are then issuable upon the exercise in full of the Callable Warrant PLUS (z) the number of Warrant Shares equal to 175% of the number of shares of Common Stock issuable upon the exercise of the Class A Warrant, determined as if the First Adjustment Date (as defined in the Class A Warrant) occurred on the Closing Date and the Class A Warrant was otherwise exercised in full for cash in accordance with the terms thereof on the Trading Day prior to the SEC Filing Date (in each case determined without regard to the limitations on beneficial ownership contained in the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover all of the number of Warrant Shares issuable upon exercise of or otherwise pursuant to the unexercised portion of the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 30 days after such insufficiency shall occur (or, if later, 30 days after the Additional Filing Deadlinedate upon which the Company first becomes eligible to file a Registration Statement therefor if such ineligibility resulted from the indeterminate number of shares of Common Stock), the Company shall file with the SEC an additional Registration Statement on Form S-1 (or Form S-3, if the Company is eligible to use such form) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter, and in any event by the 90th day following notice that such Registration Statement is required. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Investors and the holders of the registration rights described in Schedule 11(a). (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any Registrable Securities hereunder, the Company shall not already covered file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (v) to holders of registration rights described in Schedule 11(a), (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by an existing the Company and effective Registration Statement for an outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering to be made underwritten on a continuous firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity (A) which is engaged in a business similar, complementary or related to the business of the Company or (B) pursuant to Rule 415which the Company issues securities with the primary purpose to directly or indirectly acquire, license or otherwise become entitled to use technology relevant to or useful in the Company's business, so long as in each case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Investor promptly after adoption) duly approves such transaction in accordance with its duties under applicable law (each of the forgoing transactions a "Board Approved Transaction").

Mandatory Registration. (i) Following the Closing date on which any Warrants and/or Notes are issued pursuant to the Facility Agreement and/or the Securities Purchase Agreement, as applicable (each, an “Issuance Date”), the Company shall prepare, and, and file with the SEC on or prior to the applicable Filing Deadline, file with the SEC Deadline (as defined above) a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 S-1 (or, if Form S-3 S-1 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the InvestorsBuyers, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, Securities issued on the applicable Issuance Date (as defined above) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants, conversion of the Notes or otherwise pursuant to the Warrants or the Warrant Shares and/or Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares shares that are then issuable upon exercise of or the Warrants, conversion of the Notes, and/or otherwise pursuant to the WarrantsWarrants and/or Notes issued on the Issuance Date, without regard to any limitations limitation on the InvestorsBuyers’ ability to exercise the WarrantsWarrants or convert the Notes, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Investors Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in, such in a Registration StatementStatement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement Statement(s) covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing DeadlineJanuary 29, 1999, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included in such Registration Statement shall be no less than at least equal to the aggregate number of Warrant Shares that are then (determined without regard to the limitations on beneficial ownership contained in Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover the number of Warrant Shares issuable upon exercise of or otherwise pursuant to the unexercised portion of the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling security holder other than (i) the Investors and the holder of the other Warrants issued pursuant to the Letter Agreement, (ii) holders of warrants to purchase 10,000 shares of Common Stock to be initially issued to an investment banking firm or its designees, (iii) the investors contemplated by the registration rights agreements entered ino by the Company in connection with the Subscription Agreements and (iv) 60,000 shares of Common Stock to be issued in connection with a software license agreement. (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any of Registrable Securities Securities, the Company shall not already covered by an existing and effective Registration Statement for an offering to be made file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement on a continuous basis pursuant to Rule 415Form S-4 or Form S-8.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare promptly and file with the SEC as soon as practicable, but in no event later than thirty (30) days from the date hereof (the "Filing Date") (as such time may be extended for the number of days during which any Investor fails to promptly respond to reasonable written requests from the Company for information to be included in such filing (which responsive information shall not be deemed to be prompt in the event that a reasonable request for such information by the Company is made to the Investors and the Investors do not provide the requested information within three (3) business days of such request, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities, subject to the consent of the Investorsconsent, which consent shall not to be unreasonably withheld, of the Initial Investors) covering the resale of the 1,363,635 Registrable Securities, which . The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially Registrable Securities included in such the Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, unreasonably withheld or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415delayed.

Mandatory Registration. (i) Following The Company shall prepare and file with the SEC, as soon as possible after the Closing Date, but no later than thirty (30) days following the Company shall prepareClosing Date, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (orS-3, if Form S-3 is not then availableor other available form, on such form of Registration Statement as is then available to effect a Registration registering for resale by the Investor all of the Registrable Securities, subject to the consent but in no event less than two hundred percent (200%) of the Investors, aggregate number of shares into which consent shall not be unreasonably withheld) covering the resale Tranche II of the Registrable SecuritiesDebenture would be convertible at the time of filing of the Registration Statement (assuming for such purposes that the entire principal and interest balance of Tranche II of the Debenture had been eligible to be converted, which and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as of such date). The Registration StatementStatement shall also state that, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to Tranche II of the Warrants or the Warrant Shares Debenture to prevent dilution resulting from stock splits, or stock dividends, stock issuances or similar transactions. The Company will use its best efforts to cause the Registration Statement to be declared effective no later than ninety (90) days after the Closing Date. If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which Tranche II of the Debenture may be no less converted equals more than seventy five percent (75%) of the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within ten (10) business days after receipt of or otherwise pursuant to the Warrantsa written notice from any Investor, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofi) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in further amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit all at that time, to register 200% of the Registrable Securities to aggregate of all shares of Common Stock into which Tranche II of the Debenture may then or in the future be included inconverted, or for any other reason any Registrable Securities are not then included in, (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form S-3, or other available forum as may be appropriate, to register (A) 200% of the resale aggregate shares of all Registrable Securities Common Stock into which Tranche II of the Debenture may then or in the future be converted, less (B) the aggregate number of shares of Common Stock already registered which have not already covered by an existing and effective been issued upon conversions of Tranche II of the Debenture. The Registration Statement for an offering shall not include any shares other than the Registrable Securities, and certain other shares that the Company is obligated to be made on a continuous basis pursuant Register as set forth in Schedule 5(b), without the consent of the Investor. Nothing contained in this Agreement shall modify or amend any of the terms of the November Registration Agreement as it applies to Rule 415(i) the Conversion Shares issuable upon the conversion of Tranche I (and interest thereon) and (ii) shares issuable upon the exercise of the Warrants (as defined in the November Registration Agreement).

Mandatory Registration. (iExcept as described in sections 2.1(b) Following the Closing Date, the and 2.1(c): The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement on or before May 7, 2002 (the “Mandatory Registration Statement”"Filing Deadline") a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as registration statement that is then available to effect a Registration registration of the all Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale Investors holding at least a majority of the Registrable Securities, which Registration Statement, to ) for the extent allowable purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the rules and regulations promulgated account of, the Holders as selling stockholders thereunder (including Rule 416the "Registration Statement"), . The Company shall state that such use best efforts to cause the Registration Statement also covers to become effective as soon as possible after filing. The Company shall keep such indeterminate number registration statement effective at all times until the earlier of additional shares the date on which all the Registrable Securities (A) are sold and (B) can be sold by all the Holders (and any affiliate of Common Stock as may become issuable upon exercise of or otherwise the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the Warrants preceding sentence is the "Registration Withdrawal Date". If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Warrant Shares Company shall issue to prevent dilution resulting from stock splitseach Holder an additional warrant (on the same terms and conditions as the Warrants, stock dividendsincluding the Exercise Price then in effect (a "Registration Warrant")), stock issuances or similar transactions. The to acquire that number of shares of Common Stock initially included in such Registration Statement shall be no less than equal to ten percent (10%) of the aggregate number of Warrant Shares that are then shares of Common Stock issuable upon on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness a portion thereof) shall be provided to (and shall be subject to the approvalafter May 7, which shall not be unreasonably withheld or delayed2002, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in that the Registration Statement has not been filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)with the SEC, the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepareissue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, andmultiplied by (B) a fraction, as soon as practicable but the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement was filed with the SEC and the denominator of which is thirty. If the Registration Statement has not been declared effective by the SEC on or before June 21, 2002, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after June 21, 2002, that the Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in no event later than section 2.1(a) to the contrary, with respect to Additional Filing Deadline, Registrable Securities: The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Additional Registrable Securities, subject to consent of the Investors holding at least a majority of the Additional Registrable Securities) or (B) an amendment to the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the Additional Registrable Securities for resale by, and for the account of, the Holders of Additional Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Registration Statement, as the case may be, is referred to herein as the "Second Registration Statement"). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Additional Registrable Securities are sold and can be sold by all the Holders of Additional Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall issue to each Holder of Additional Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Second Registration Warrant")), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement covering has not been filed with the resale SEC, the Company shall issue to each Holder of Additional Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of Additional Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Additional Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a) or 2.1(b) to the contrary, with respect to New Registrable Securities: The Company shall prepare and file with the SEC not later than the earlier of August 16, 2002, and one week after each of the Registration Statement and Second Registration Statement is declared effective by the SEC (the "Required Filing Date"), (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all New Registrable Securities, subject to consent of the Investors holding at least a majority of the New Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a) or the Second Registration Statement described in section 2.1(b), for the purpose of registering under the Securities Act all of the New Registrable Securities not already covered by an existing for resale by, and effective for the account of, the Holders of New Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the "Third Registration Statement"). The Company shall use best efforts to cause the Third Registration Statement for to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the New Registrable Securities are sold and can be sold by all the Holders of New Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Third Registration Statement with the SEC on or before the Required Filing Date, the Company shall issue to each Holder of New Registrable Securities an offering additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Third Registration Warrant")), to be made acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on a continuous basis exercise of the Warrants issued pursuant to Rule 415the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Filing Date that the Third Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of New Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement was filed with the SEC and the denominator of which is thirty. If the Third Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the "Required Effective Date"), the Company shall issue to each Holder of New Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Effective Date that the Third Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of New Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. (ia) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC on or before January 31, 1999 (the "SEC Filing Date") a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such another appropriate form of Registration Statement as is then available reasonably acceptable to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included in such Registration Statement shall be no less than equal to at least the aggregate number of Warrant Registrable Securities issuable to each Holder upon conversion of the Shares that are then issuable upon and exercise of or otherwise pursuant to the Warrants, without regard to any limitations determined as if the Shares were converted in full (based on a $3.50 conversion price) and the Warrants were exercised in full on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all first anniversary of the Registrable Securities Closing Date. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 6.2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementunconverted Shares and unexercised Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 60 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3, or another appropriate form (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering filed pursuant to the first sentence of this Section 6.2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be made on a continuous basis the Registration Statement required to be filed by the Company pursuant to Rule 415this Section 6.2(a), and the Company and the Holders shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration statement required to be filed by the Company pursuant to this Section 6.2(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to forty-five (45) days after the applicable date of issuance of any Preferred Stock (the "Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (the “Mandatory Registration Statement”as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration of the Registrable Securitiesregistration, subject to the consent of each Buyer and the Investorsprovisions of Section 2(e), which consent shall will not be unreasonably withheld) ), covering the resale of all of the Registrable Securities, which Registration StatementStatement(s) shall state that, to the extent allowable in accordance with Rule 416 promulgated under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Preferred Stock in accordance with the terms thereof Such Registration Statement shall initially register for resale at least _________ shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock initially included in such Registration Statement shall be no less than allocated among the aggregate Investors pro rata based on the total number of Warrant Shares Registrable Securities issued or issuable as of each date that are then issuable upon exercise of or otherwise pursuant a Registration Statement, as amended, relating to the Warrants, without regard to any limitations on resale of the Investors’ ability to exercise Registrable Securities is declared effective by the WarrantsSEC. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) The Company shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in have the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), declared effective by the SEC does not permit all within ninety (90) days after the issuance of the Registrable Securities Preferred Stock (the "Registration Deadline"). The Company shall permit the registration statement to be included in, or for any other reason any Registrable Securities are become effective within five (5) business days after receipt of a "no review" notice from the SEC. In the event that the Registration Statement is not then included in, such Registration Statementfiled by the Company with the SEC by the Filing Deadline, then the Applicable Discount (as defined in the Certificate of Designations) shall be reduced by (i) an additional 2% for each 30 days from the Filing Deadline for which the Registration is not filed by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional SEC. In the event that the Registration Statement covering is not declared effective by the resale of all Registrable Securities not already covered SEC by an existing and effective the Registration Statement for an offering Deadline then the Conversion Percentage to be made used in determining the Conversion Price (as defined in the Certificate of Designations, Preferences, and Rights filed by the Company on a continuous basis pursuant to Rule 415.or before the date hereof in connection herewith ("Certificate of Designations")shall be reduced by (i) an

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, no later than thirty (30) days following the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors (oror such lesser number as may be required by the SEC, if but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3 is not then availableS-3, on such form of or an amendment to any pending Company Registration Statement as is then available to effect a on Form S-3, and such Registration of the Registrable SecuritiesStatement or amended Registration Statement shall state that, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and the exercise of or otherwise pursuant to the Warrants resulting from adjustment in the Conversion Price, or the Warrant Shares to prevent dilution resulting from stock splits, or stock dividends, stock issuances or similar transactions). The If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Debentures may be no less than converted exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within ten (10) business days after receipt of or otherwise pursuant to the Warrantsa written notice from any Investor, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofi) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock into which the Registrable Securities to Debenture may be included inconverted, or for any other reason any Registrable Securities are not then included in, (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form S-3 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, in the view of all Registrable Securities not already covered the staff, such registration would constitute a primary offering by the Company, then the Company shall have an existing and effective Registration Statement for an offering additional sixty (60) days in which to be made on a continuous basis pursuant amend such registration statement to Rule 415another available form.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 60 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if the Company does not meet the requirements of Form S-3 is not S-3, then availableon Form S-1 or another appropriate form) which, on such form the date of Registration Statement as filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to (1) if Rule 416 under the 1933 Act is then available applicable to effect a Registration the Note and the Interest Notes, the sum of (x) the number of shares of Common Stock issuable upon conversion of the Registrable SecuritiesNote, subject determined as if the Note, together with accrued and unpaid interest thereon, were converted in full on the SEC Filing Date (and determined without regard to the consent limitation on conversion contained in the Note or the limitation on beneficial ownership contained in Section 2.1 of the InvestorsNote), which consent plus (y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock as the Company shall not be unreasonably withheld) covering in its discretion determine to register to permit the issuance of Interest Notes and the resale of the Registrable Securitiesshares of Common Stock issuable upon conversion thereof, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Note and the Interest Notes or exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The transactions in accordance with the terms thereof and the resale of such additional number of shares of Common Stock initially included as the Company shall in such Registration Statement shall be no less than its discretion determine to register to permit the aggregate issuance of Interest Notes and the resale of the shares of Common Stock issuable upon conversion thereof; or (2) if Rule 416 under the 1933 Act is not applicable to the Note, the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Note, determined as if the Note, together with accrued and unpaid interest thereon, were converted in full on the SEC Filing Date (and determined without regard to the limitation on conversion contained in the Note or the limitation on beneficial ownership contained in Section 2.1 of the Note) plus (y) the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, (determined without regard to any limitations the limitation on the Investors’ ability to exercise beneficial ownership contained in Section 1.1(b) of the Warrants. Each Registration Statement () and each amendment or supplement thereto, the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register to permit the issuance of Interest Notes and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all resale of the Registrable Securities shares of Common Stock issuable upon conversion thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, unconverted Note and Interest Notes or for any other reason any Registrable Securities are not then included in, such Registration Statementthe unexercised portion of the Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3 or, if the resale Company does not meet the requirements of all Registrable Securities Form S-3, then on Form S-1 or another appropriate form (in any such case which shall not already covered by an existing and constitute a post-effective amendment to the Registration Statement for an offering filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be made on a continuous basis the Registration Statement required to be filed by the Company pursuant to Rule 415Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (orS-3, if Form S-3 is not then availablewhich, on such form the date of filing with the SEC, covers the resale by the Initial Investor or its assignees of a number of Common Shares at least equal to the sum of (x) 200% of the number of Initial Shares, plus (y) the number of Warrant Shares. If at any time the number of Common Shares included in the Registration Statement required to be filed as is then available provided in the first sentence of this Section 2(a) shall be insufficient to effect a Registration cover the number of the Registrable Securities, subject Reset Shares and Repurchase Shares issuable pursuant to the consent of Subscription Agreement or the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become Shares issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number unexercised portions of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3 (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of Common Shares as shall be sufficient to cover such Reset Shares and Repurchase Shares and permit such exercises. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not, without the Investor's consent which shall not be unreasonably withheld, include securities to be sold for an the account of any other selling securityholder other than (i) the Other Buyer and (ii) the persons offering to be made sell up to the respective numbers of Common Shares listed on a continuous basis pursuant to Rule 415Schedule 2(a) attached hereto.

Mandatory Registration. (i) Following the Closing Datedate of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities, (provided, that in the case of Additional Anti-dilution Shares that may become issuable in respect of the Series B Notes pursuant to Section 14.02(n) of the Indenture or Section 4(g) of the Warrants, the Mandatory Registration Statement shall include the Company’s good faith estimate of the number of such Additional Anti-dilution Shares that may become issuable pursuant to such provision), subject to the consent of the Investors, which consent shall not be unreasonably withheld) ), covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion (as applicable) of or otherwise pursuant to or in respect of the Series B Notes or the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant 101,641,085, subject to adjustment for any Stock Event occurring prior to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each effective date of such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionStatement. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in the any Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the such Registrable Securities to be included inin such Registration Statement, or for any other reason any such Registrable Securities are not then included in, such in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement. No Investor shall be named as an

Mandatory Registration. (i) Following the Closing Agreement Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number 6,920,714, subject to adjustment for any stock split, share or stock dividend, recapitalization, combination of Warrant outstanding Common Shares that are then issuable upon exercise of (by consolidation, combination, reverse stock split or otherwise pursuant otherwise) or similar transactions occurring prior to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrantseffective date of such Registration Statement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to before the applicable Filing Deadlinesixtieth (60th) day following the date of the Closing under the Securities Purchase Agreement (the "FILING DATE"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 S-1 (or, if Form S-3 S-1 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable SecuritiesSecurities required to be included in such Registration Statement, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 165% (and on and after the Registrable Securitiesdate the Stockholder Approvals are received, which 200%) of the maximum number of shares of Common Stock issuable upon the full exercise of or otherwise with respect to the Prepaid Warrants issued at the Closing (based upon the lowest Exercise Price thereunder), plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Incentive Warrants issued at the Closing). The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially Registrable Securities included in such any Registration Statement filed hereunder shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the number of shares of Common Stock issuable upon conversion of the Preferred Shares and the number of Dividend Shares issuable thereon (based on the market price of the Common Stock at the time the Registration Statement is filed with the SEC) assuming the Initial Investor does not sell or convert any shares of Series B Preferred Stock or Series C Preferred Stock for two years after the Closing Date, determined as is then available if the Preferred Shares and such number of Dividend Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to effect a Registration the limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Registrable SecuritiesCertificate of Designations) based on a Conversion Price computed from the Average Market Price and a Conversion Percentage (as such terms are defined in the Certificate of Designations) of 87.5%, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Preferred Shares and Dividend Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or by reason of changes in the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementunconverted Preferred Shares and Dividend Shares, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3 (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis filed pursuant to Rule 415.the first

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 45 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (S-3, or, if Form S-3 is not then available, Form S-1 or S-2, which, on such form the date of Registration Statement as is then available filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to effect a Registration the sum of (x) the number of shares of Common Stock issuable upon conversion of the Registrable SecuritiesPreferred Shares, subject determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the consent limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the InvestorsCertificate of Designations), which consent shall not be unreasonably withheldplus (y) covering the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock as the Registrable SecuritiesCompany shall in its discretion determine to register in connection with the conversion of Dividend Shares, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and Dividend Shares or exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or by reason of changes in the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, unconverted Preferred Shares and Dividend Shares or for any other reason any Registrable Securities are not then included in, such Registration Statementthe unexercised portions of Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2 (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be made on a continuous basis the Registration Statement required to be filed by the Company pursuant to Rule 415Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to and within ten (10) days after the applicable Filing Deadline, Closing Date (as that term is defined in Section 7 of the Stock Purchase Agreement) file with the SEC a SEC, an amendment to the Registration Statement (the “Mandatory Registration Statement”) on Form S-3 S-1 (orFile No. 333-_________) covering at least an aggregate of _____ shares of Common Stock for the Initial Investors (or such lesser number as may be required by the SEC, if but in no event less than 175% of the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form S-3 is not then availableS-1), on and such form of Registration Statement as is then available to effect a or amended Registration of the Registrable SecuritiesStatement shall state that, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of the Preferred Stock resulting from adjustment in the Conversion Price, or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionsevent). The If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Preferred Stock may be no less than converted exceeds the aggregate number of Warrant Shares that are then issuable upon exercise shares of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in Common Stock covered by the Registration Statement filed pursuant on Form S-1, referred to Section 2 (a)(i) above (and subject to Section 3(q) below)in the preceding sentence, the SEC does not permit all Company shall, within ten (10) business days after receipt of the Registrable Securities to be included ina written notice from any Investor, or for any other reason any Registrable Securities are not then included in, either (i) amend such Registration Statement, then if such Registration Statement has not been declared effective by the Company shall prepareSEC at that time, andto register all shares of Common Stock into which the Preferred Stock may be converted, as soon as practicable but in no event later than or (ii) if such Registration Statement has been declared effective by the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form S-1 to register the resale shares of all Registrable Securities not Common Stock into which the Preferred Stock may be converted that exceed such number of shares of Common Stock already covered by an existing and effective registered. The Initial Investor acknowledges that such Registration Statement for an offering will also cover additional shares required to be made on a continuous basis registered pursuant to Rule 415the Certificate of Designation of the Series B Preferred Stock.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlinedate which is 20 days after the Execution Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 which on the SEC Filing Date covers the resale of a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the Buyer under the Note, determined as if the Note, together with accrued and unpaid interest, were converted in full on the SEC Filing Date as if such SEC Filing Date were the Closing Date (or, if Form S-3 is not then available, on such form determined without regard to the limitation contained in the second sentence of Registration Statement as is then available to effect a Registration Section 2.1 of the Note), and the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the issuance of the Interest Shares, as Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Note to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock initially included in such Registration Statement as shall be no less than issuable upon conversion of the aggregate Note based on changes from time to time in the conversion price thereof, and without limiting the rights of the holder of the Note to have all or a portion of the Note redeemed pursuant to Section 2.4(b) of the Note, at any time the number of Warrant Shares that are then issuable upon exercise shares of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted portion of the Note (after taking into account any redemptions pursuant to Section 2 (a)(i2.4(b) above (and subject to Section 3(q) belowof the Note), the SEC does not permit all of the Registrable Securities to be included inthen promptly, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 8(a), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (2) Prior to the SEC Effective Date and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any Shares, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file or as to which the Company is required to request acceleration pursuant to any obligation in effect on the Execution Date. The Company's obligation to register the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on under this Section 8 shall constitute a continuous basis registration pursuant to Rule 415a demand registration right held by the Investors.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 which on the SEC Filing Date covers the resale of a number of shares of Common Stock equal to at least the number of Conversion Shares and the Warrant Shares issuable to the Buyer under the Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends, were converted and the Warrant was exercised in full on the SEC Filing Date as if such SEC Filing Date were the Closing Date (or, if Form S-3 is not then available, on such form determined without regard to the limitation contained in the second sentence of Registration Statement as is then available to effect a Registration Section 10(a) of the Certificate of Designations) and the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the payment of dividends, as Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares or exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock initially included in such Registration Statement as shall be no less than issuable upon conversion of the aggregate Preferred Shares or exercise of the Warrant based on changes from time to time in the conversion or exercise price thereof, at any time the number of Warrant Shares that are then issuable upon exercise shares of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities Common Stock included in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of any unconverted Preferred Shares or exercise of any unexercised portion of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration StatementWarrant, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion or exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 2(a), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). (2) Prior to the SEC Effective Date and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any Shares, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file or as to which the Company is required to request acceleration pursuant to any obligation in effect on the Closing Date. The Company's obligation to register the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on under this Section 2 shall constitute a continuous basis registration pursuant to Rule 415a demand registration right held by the Investors.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, as soon as possible after the Closing Date a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Buyers to sell the Registrable Securities (or such lesser number as may be required by the “Mandatory Registration Statement”SEC, but in no event less than the number of shares equal to one hundred percent (100%) on Form S-3 (or, if Form S-3 is not then available, on such form of the Purchased Shares). The Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statementstate that, to the extent allowable permitted by the SEC, in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, or stock dividends, stock issuances or similar transactions. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Effective Date") which is no later than the earlier of ten (10) days after notice by the SEC that it may be declared effective or ninety (90) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock initially included in such Registration Statement shall represented by the Registrable Shares, issued or to be no less than issued as contemplated by the Transaction Agreements, exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise of or otherwise pursuant to registered, the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement Company shall either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofA) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to the preceding provisions of this Section 2 2, if such Registration Statement has not been declared effective by the SEC at that time, to register, in the aggregate, at least the number of shares (a)(ithe "Increased Shares Amount") above equal to one hundred percent (and subject to Section 3(q100%) belowof such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or (B) if such Registration Statement has been declared effective by the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadlineat that time, file with the SEC an additional a Post Effective Amendment to the Registration Statement covering (a "Post Effective Amendment") to register the resale aggregate of all Registrable Securities not the sum of one hundred percent (100%) the Purchased Shares, plus the Warrant Shares to the extent such total exceeds the aggregate number of shares of Common Stock already covered by an existing and effective registered. The Company will use its reasonable best efforts to cause such Registration Statement for an offering to be made declared effective on a continuous basis pursuant date (each, an "Increased Effective Date") which is no later than (C) with respect to Rule 415a Registration Statement under clause (A) of this subparagraph (ii), the Initial Required Effective Date and (D) with respect to a Post Effective Amendment under clause (B) of this subparagraph (ii), the earlier of (I) ten (10) days after notice by the SEC that it may be declared effective or (II) forty five (45) days after the Increased Registered Shares Date.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to thirty (30) days from the applicable Filing Deadlinedate of Closing (as defined in the Securities Purchase Agreement) (the "FILING DATE"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Debentures and exercise of the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the aggregate sum of (i) the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time) plus (ii) the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants and the Additional Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Debentures and the Additional Filing Deadline, file with Warrants and upon exercise of the SEC an additional Registration Statement covering Warrants and the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Additional Warrants.

Mandatory Registration. (i) Following the Closing Datedate of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities, (provided, that in the case of Additional Anti-dilution Shares that may become issuable in respect of the Series B Notes pursuant to Section 14.02(n) of the Indenture or Section 4(g) of the Warrants, the Mandatory Registration Statement shall include the Company’s good faith estimate of the number of such Additional Anti-dilution Shares that may become issuable pursuant to such provision), subject to the consent of the Investors, which consent shall not be unreasonably withheld) ), covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion (as applicable) of or otherwise pursuant to or in respect of the Series B Notes or the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant [_________]2, subject to adjustment for any Stock Event occurring prior to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each effective date of such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionStatement. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in the any Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the such Registrable Securities to be included inin such Registration Statement, or for any other reason any such Registrable Securities are not then included in, such in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement. No Investor shall be named as an 2 To be the number of shares issuable upon conversion of the Series B Notes and that may be issuable pursuant to a cash exercise of the Warrants.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadlinedate which is twenty (20) days after the date of the First Closing under the Securities Purchase Agreement and on or prior to each date which is ten (10) business days after the date of a Subsequent Closing (the date of the First Closing and of each Subsequent Closing are each hereinafter referred to as a "Closing Date"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the shares of Preferred Stock and the Warrants issued or issuable in connection therewith pursuant to the First Closing and each Subsequent Closing, as the case may be, under the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state state, to the extent permitted by law and the SEC, that such each Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 1.75 times the aggregate sum of the number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of or otherwise the Warrants issued pursuant to the Warrantsclosing in respect of which it is filed, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Preferred Stock or exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Preferred Stock and exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Mandatory Registration. Within thirty (i30) Following days of the Initial Closing Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC Commission a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 SB-2 covering (ora) resales of the Warrants and (b) at least one and one-half (1.5) times the sum of: (i) the number of Shares that are issuable upon conversion of the Series A Preferred Stock on the date of filing, if Form S-3 is not then availablewithout regard to any limitation on any holder's ability to convert the Series A Preferred Stock, on such form and (ii) 50,000 Shares issuable upon exercise of the Warrants, or an amendment to any pending Registration Statement as is then available to effect a Registration on Form SB-2 of the Registrable SecuritiesCompany, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which and such Registration Statement or amended Registration Statement, to as the extent allowable case may be, shall state that, in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock Shares as may become issuable upon exercise conversion of the Series A Preferred Stock or otherwise pursuant to the Warrants resulting from any adjustment in the applicable Conversion Price of the Series A Preferred Stock or the Warrant Shares Exercise Price of the Warrants, as the case may be, or to prevent dilution resulting from stock splits, splits or stock dividends, stock issuances or similar transactions. The If at any time one and one-half (1.5) times the number of shares Shares into which the Series A Preferred Stock may be converted exceeds the difference between the total number of Common Stock initially included Shares registered and 50,000 (as adjusted in accordance with the terms of the Warrants), the Company shall, within ten (10) business days after receipt of a written notice from any Purchaser, either (i) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement shall has not been declared effective by the Commission at that time, to register all Ordinary Shares into which the Series A Preferred Stock may be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of converted, or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reasonif such Registration Statement has been declared effective by the Commission at that time, despite file with the Company’s Commission an additional Registration Statement on Form SB-2 to register the number of Shares into which the Series A Preferred Stock may be converted that exceed the number of Shares already registered. The Company shall use of its best efforts to include cause such Registration Statement or amended Registration Statement, as the case may be, to become effective within ninety (90) days following the Initial Closing Date (or, if the Commission elects to conduct a review of such Registration Statement, one hundred twenty (120) days following the Initial Closing Date). The failure of the Company to cause such Registration Statement to become effective during such respective time periods shall have the effect set forth in the Certificate of Designation relating to the Series A Preferred Stock. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities in have been sold and (ii) the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of date on which the Registrable Securities (in the opinion of counsel to the Purchasers) may be included in, or for any other reason any Registrable immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration under the Securities are not then included in, such Act (the "Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Period").

Mandatory Registration. (i) Following the Closing Agreement Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing DateSubject to this Subsection 2(a), the Company shall prepare, prepare and, on or prior to before March 11, 1999 (the applicable "First Filing DeadlineDate", and thereafter within 45 days after each Closing Date (as defined in the Securities Purchase Agreement) (each a "Filing Date"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable SecuritiesSecurities issued at such Closing or upon the conversion of Debentures (assuming conversion at the Floor Conversion Price) or exercise of Warrants issued at such Closing, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 1,410,417 Registrable Securities following the First Closing and 1,970,834 Registrable SecuritiesSecurities following each of the Second and Third Closings, which Registration StatementStatements, to the extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall each state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock Registrable Securities initially included set forth in such each Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. . Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right to defer the filing of a Registration Statement (i) for such reasonable period of time until the Company receives or prepares financial statements for the fiscal period most recently ended prior to such written request, if necessary to avoid the use of stale financial statements or (ii) If for any reason, despite a reasonable period of time not to exceed 90 days if the Company’s use of its best efforts Company would be required to include all of the Registrable Securities divulge in the such Registration Statement filed pursuant the existence of any fact relating to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does a material business transaction or negotiation not permit all of the Registrable Securities otherwise required to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then disclosed and the Board of Directors of the Company shall prepare, and, as soon as practicable but determine in no event later than good faith that the Additional Filing Deadline, file with disclosure of such fact at such time would not be in the SEC an additional Registration Statement covering best interest of the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Company (the "Deferral Period").

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 45 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of Registration Statement as filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to (1) if Rule 416 under the Securities Act is then available applicable to effect a Registration the Preferred Stock, the sum of (x) the number of shares of Common Stock issuable upon conversion of the Registrable SecuritiesPreferred Shares, subject determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the consent limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the InvestorsArticles of Amendment), which consent plus (y) the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock as the Company shall not be unreasonably withheld) covering in its discretion determine to register to permit the issuance of Dividend Shares and the resale of the Registrable Securitiesshares of Common Stock issuable upon conversion thereof, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and Dividend Shares or exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The transactions in accordance with the terms thereof; or (2) if Rule 416 under the Securities Act is not applicable to the Preferred Stock, the sum of (x) a number of shares of Common Stock initially included equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in such Registration Statement shall be no less than full on the aggregate SEC Filing Date (and determined without regard to the limitations on conversion contained in the Articles of Amendment) plus (y) the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, (determined without regard to any limitations the limitation on the Investors’ ability to exercise beneficial ownership contained in Section 1.1(b) of the Warrants. Each Registration Statement () and each amendment or supplement thereto, the resale of such additional number of shares of Common Stock as the Company shall in its discretion determine to register to permit the issuance of Dividend Shares and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all resale of the Registrable Securities shares of Common Stock issuable upon conversion thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, unconverted Preferred Shares and Dividend Shares or for any other reason any Registrable Securities are not then included in, such Registration Statementthe unexercised portion of the Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 30 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3 (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be made on a continuous basis the Registration Statement required to be filed by the Company pursuant to Rule 415Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, on a one time basis, and, on or prior to as soon as practicable, but not later than the applicable Filing Deadlinesixtieth (60th) day following the date of the Closing under the Securities Purchase Agreement (the "FILING DATE"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities, subject Securities required to be included in such Registration Statement (as determined pursuant to Section 11(j) hereof) on or before the consent ninetieth (90th) day following the date of the Investors, which consent shall not be unreasonably withheldClosing) covering the resale of at least 4,116,288 Registrable Securities (200% of the Registrable Securitiesmaximum number of shares of Common Stock issuable upon the full exercise of or otherwise with respect to the Prepaid Warrants issued at the Closing, which plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Incentive Warrants and Placement Agent Warrants issued at the Closing). The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), 3 shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of reductions in the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Prepaid Warrants, the terms which cause the Variable Exercise Price to decrease to the extent the Closing Bid Price of the Common Stock decreases). The number of shares of Common Stock initially Registrable Securities included in such any Registration Statement filed hereunder shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, ofreview by) the Placement Agent and its counsel acting on behalf of the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite . The Investors understand that such Registration Statement may include other shares of stock as registered by the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, no later than thirty (30) days following the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors (oror such lesser number as may be required by the SEC, if but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3 is not then availableS-3, on such form of or an amendment to any pending Company Registration Statement as is then available to effect a on Form S-3, and such Registration of the Registrable SecuritiesStatement or amended Registration Statement shall state that, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and the exercise of or otherwise pursuant to the Warrants resulting from adjustment in the Conversion Price, or the Warrant Shares to prevent dilution resulting from stock splits, or stock dividends, stock issuances or similar transactions). The If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Debentures may be no less than converted exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within ten (10) business days after receipt of or otherwise pursuant to the Warrantsa written notice from any Investor, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofi) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock into which the Registrable Securities to Debenture may be included inconverted, or for any other reason any Registrable Securities are not then included in, (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement on Form S-3 to register the shares of Common Stock into which the Debenture may be converted that exceed the aggregate number of shares of Common Stock already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, in the view of the staff, such registration would constitute a primary offering by the Company, then the Company shall have an additional one hundred twenty (120) days in which to amend such registration statement to another available form. Payments by the Company. (i) If the Registration Statement covering the resale of all Registrable Securities is not already covered by an existing filed in proper form with the Securities and effective Exchange Commission within thirty (30) days after the Closing, the Company will make payment to the Initial Investor in the amount of $500 per day for each $10,000 in principal amount of Debentures for each day thereafter until such Registration Statement, in proper form, is filed with the Securities and Exchange Commission. (ii) If the Registration Statement for an offering covering the Registrable Securities required to be made on filed by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) days following the initial Closing Date (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, and such amount shall be equal to two and one-half (2 1/2) percent of the purchase price paid by the Initial Investor for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the Initial Date to the first Computation Date, and to each Computation Date thereafter, to the date the Registration Statement is declared effective by the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a continuous basis failure to act or to act timely by the Initial Investor or its counsel, or in the event all of the Registrable Securities may be sold pursuant to Rule 415.144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, as soon as practicable after the Closing Date but no later than the Required Filing Date, a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the “Mandatory sum of (x) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been eligible to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date), and (y) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement”) on Form S-3 (or). Unless otherwise specifically agreed to in writing in advance by the Holder, if Form S-3 is not then available, on such form of the Registration Statement as is then available to effect a Registration of (W) shall include only (1) the Registrable Securities, subject (2) the shares issuable on exercise of warrants issued to the consent Placement Agent in connection with the transactions contemplated by the Transaction Agreements, and (3) the shares of the InvestorsPermitted Selling Shareholders, which consent and (X) shall not be unreasonably withheld) covering the resale of the Registrable Securitiesalso state that, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. . (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) ten (10) days after oral or written notice by the SEC that it may be declared effective or (Z) ninety (90) days after the earlier of (I) the actual filing date of the Registration Statement or (II) the Required Filing Date. (iii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock initially included in such Registration Statement shall represented by the Registrable Securities, issued or to be no less than issued as contemplated by the Transaction Agreements, exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise of registered or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities sought to be included in, or for any other reason any Registrable Securities are not then included in, such registered in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.either

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to five (5) business days after the applicable Filing Deadlinedate of issuance of the relevant Series A Preferred Shares, file with the SEC a an amendment to the Registration Statement (filed with the “Mandatory Registration Statement”) SEC on Form S-3 on May 28, 1997 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration of the Registrable Securitiesregistration, subject to the consent of each Buyer and the Investorsprovisions of Section 2(c), which consent shall will not be unreasonably withheld) ), covering the resale of all of the Registrable Securities, which Registration StatementStatement(s) shall state that, to the extent allowable in accordance with Rule 416 promulgated under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Series A Preferred Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Series A Preferred Shares in accordance with the terms thereof. The Such Registration Statement shall initially register for resale at least that number of shares of Common Stock initially included in such equal to the product of (x) 1.5 and (y) the number of Registrable Securities (as defined below) as of the date immediately preceding the date the Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b). Such registered shares of Common Stock shall be no less than allocated among the aggregate Investors pro rata based on the total number of Warrant Shares Registrable Securities issued or issuable as of each date that are then issuable upon exercise of or otherwise pursuant a Registration Statement, as amended, relating to the Warrants, without regard to any limitations on resale of the Investors’ ability to exercise Registrable Securities is declared effective by the WarrantsSEC. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) The Company shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in have the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), declared effective by the SEC does not permit all within one hundred twenty (120) days after the issuance of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415relevant Series A Preferred Shares.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlinedate which is 15 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale by the Buyer of a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the Buyer upon conversion of the Registrable SecuritiesPreferred Shares, determined at the Conversion Price which is applicable on the day the Registration Statement is filed with the SEC (and determined without regard to the limitation on beneficial ownership contained in the second sentence of Section 10(a) of the Certificate of Designations), and Warrant Shares issuable upon exercise of the Warrants, and such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the issuance of shares of Common Stock as a dividend on the Preferred Shares and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Preferred Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock initially included in such Registration Statement as shall be no less than issuable upon conversion of the aggregate Preferred Shares based on changes from time to time in the Conversion Price such that at any time the number of Warrant Shares that are then issuable upon exercise shares of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities Common Stock included in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 8(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementunconverted Preferred Shares, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 15 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that nothing in this Section 8(a) shall limit the rights of the holder of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 12 of the Certificate of Designations. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 8(a), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any of Registrable Securities Securities, the Company shall not already covered by an existing and effective Registration Statement for an offering to be made file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement on a continuous basis pursuant to Rule 415Form S-8.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 the Company is not then availableeligible to use such form at the time of filing with the SEC, Form S-1) which, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Purchaser of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included equal to the sum of (x) 150% of the number of Common Shares issuable upon conversion of the Preferred Shares at the then applicable Conversion Price (as defined in such Registration Statement shall be no less than the aggregate Certificate) PLUS (y) the number of Warrant Shares that are then issuable upon exercise in full of or otherwise pursuant to the Warrants, Warrants (in each case determined without regard to any the limitations on beneficial ownership contained in the Investors’ ability to exercise Certificate and Warrants). If at any time the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use shares of its best efforts to include all of the Registrable Securities Common Stock included in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit cover all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration StatementCommon Shares and Warrant Shares issuable upon conversion of the Preferred Shares and exercise of the unexercised portion of the Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 30 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (or, if the Company is not eligible to use such form at the time of filing with the SEC, Form S-1) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Purchasers shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Purchasers and the holders of the registration rights described in Schedule 11(a). As of the date of this Agreement, the Company is eligible to file the Registration Statement on Form S-3. (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Purchaser for the resale of all any Registrable Securities hereunder, the Company shall not already covered file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (v) to holders of registration rights described in Schedule 11(a), (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by an existing the Company and effective Registration Statement for an outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering to be made underwritten on a continuous firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity (A) which is engaged in a business similar, complementary or related to the business of the Company or (B) pursuant to Rule 415which the Company issues securities with the primary purpose to directly or indirectly acquire, license or otherwise become entitled to use technology relevant to or useful in the Company's business, so long as in each case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Purchaser promptly after adoption) duly approves such transaction in accordance with its duties under applicable law (each of the forgoing transactions a "BOARD APPROVED TRANSACTION").

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC United States Securities and Exchange Commission ("SEC"), on the date which is fourteen (14) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of the Registrable Securitiesat least 2,956,236 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the "INITIAL REGISTRATION STATEMENT"). The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, ofreview by) the Initial Investors and their counsel at least five (5) business days prior to its filing or other submission. (ii) . If for any reasonreason (including, despite but not limited to, a determination by the Company’s use staff of its best efforts to the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in (any such shares that are not included being the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below"UNCOVERED SHARES"), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, andprepare and file with the SEC, as soon as practicable practicable, but in no any event later than prior to the Additional Filing Deadlinefourteenth (14th) calendar day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), file with either (a) an amendment (the SEC an additional "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement covering effecting a registration of the resale of all Registrable Securities not already covered by an existing and effective Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for an offering acceleration of effectiveness thereof) shall be provided to be made on a continuous basis pursuant the Initial Investors and their counsel for review and comment at least three (3) business days prior to Rule 415its filing or other submission. The Company shall use all commercially reasonable efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlinedate which is 45 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included in such Registration Statement shall be no less than at least equal to the aggregate sum of (x) the number of Common Shares plus (y) the number of Warrant Shares that are then issuable upon the exercise in full of the Class A Warrants plus (z) the number of Warrant Shares equal to 175% of the number of shares of Common Stock issuable upon the exercise of the Class B Warrants, determined as if the First Adjustment Date (as defined in the Class B Warrants) occurred and the Class B Warrants were otherwise exercised in full for cash in accordance with the terms thereof on the Trading Day prior to the SEC Filing Date (in each case determined without regard to the limitations on beneficial ownership contained in Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 100% of the number of Warrant Shares issuable upon exercise of or otherwise pursuant to the unexercised portion of the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Investors and the investors contemplated by the Other Registration Rights Agreement. (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any Registrable Securities Securities, the Company shall not already covered file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans as in effect as of the date of this Agreement, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by an existing the Company and effective Registration Statement for an outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering to be made underwritten on a continuous firm commitment basis pursuant registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity which is engaged in a business similar to Rule 415or related to the business of the Company, so long as in the case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Investor promptly after adoption) determines that such issuance is fair to the holders of each class and series of capital stock of the Company and to the Investor in respect of its equity interest in the Company that is represented by the Shares and the Warrants.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to before May 27, 1999 (the applicable Filing Deadline"FIRST FILING DATE"), and within 45 days after the Second Closing Date (as defined in the Securities Purchase Agreement) (the "SECOND CLOSING DATE") (each, a "CLOSING DATE") file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable SecuritiesSecurities issued at such Closing, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least that number of shares of Common Stock equal to 175% of the Registrable SecuritiesSecurities issued or issuable upon conversion (without giving effect to any limitations on conversion contained in Article IV.C of the Statement of Designation) of the Preferred Stock and exercise of the Warrants (without giving effect to any limitations on exercise contained in Section 7 of the Warrants), which calculated as of a mutually agreeable date within the five (5) trading days prior to the filing date for any Registration Statement. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of reductions in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Preferred Stock, the terms which cause the Conversion Price to decrease to the extent the Closing Sale Price of the Common Stock decreases). The number parties acknowledge that as of shares the date hereof the SEC's position is that Rule 416 doe not permit the registration of Common Stock initially the securities described in clause (ii) of the preceding sentence, and that the Registration Statement will not state that it covers such securities unless the SEC changes its postion prior to the filing of the Registration Statement. The Registrable Securities included in such each Registration Statement filed hereunder shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, as soon as possible after the Closing Date and no later than thirty (30) days following the Closing Date (the "Required Filing Date"), either a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available or an amendment to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which an existing Registration Statement, in either event registering for resale by the Investors a sufficient number of shares of Common Stock for the Investors to sell the extent allowable Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than one hundred fifty percent (150%) of the aggregate number of shares (A) into which the relevant Debentures and all interest thereon through their respective Maturity Dates would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such accrual of interest, eligibility or conversion had in fact occurred as of such date). The Registration Statement (W) shall include only the Registrable Securities and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Debentures to prevent dilution resulting from stock splits, splits or stock dividends, stock issuances or similar transactions. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date no later than ninety (90) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock initially included in such Registration Statement shall represented by the Registrable Securities, issued or to be no less than issued as contemplated by the Transaction Agreements, exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within ten (10) business days after receipt of or otherwise a written notice from any Investor, either (X) amend the relevant Registration Statement filed by the Company pursuant to the Warrantspreceding provisions of this Section 2, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each if such Registration Statement has not been declared effective by the SEC at that time, to register one hundred ten percent (and each amendment 110%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or supplement thereto, and each request for acceleration of effectiveness thereof(Y) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the if such Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), has been declared effective by the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadlineat that time, file with the SEC an additional Registration Statement covering (an "Additional Registration Statement") to register one hundred ten percent (110%) of the resale shares of all Common Stock represented by the Registrable Securities not Shares, computed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already covered by an existing and effective registered. The Company will use its reasonable best efforts to cause the amended Registration Statement for an offering or the Additional Registration Statement, as the case may be, to be made on a continuous basis pursuant to Rule 415declared effective as promptly as possible and in no event later than (90) days after the Increased Registered Shares Date.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, andprepare and use its ---------------------- best efforts to file with the United States Securities and Exchange Commission ("SEC"), on or prior to the applicable date (the "Filing DeadlineDate") which is twenty (20) days after the First Closing Date (as defined in the Securities Purchase Agreement, file with the SEC "First Closing Date") a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the at least 3,981,195 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of reductions in the Conversion Price of the Debentures or the Exercise Price of the Warrants in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price of the Debentures to decrease to the extent the bid price of the Common Stock decreases. The number of shares of Common Stock initially Registrable Securities included in such the Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to as soon as practicable but in no event later than 30 days after the applicable Filing Deadlinedate of issuance of the Preferred Shares, file with the SEC a Registration Statement or Registration Statements (the “Mandatory Registration Statement”as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration of the Registrable Securitiesregistration, subject to the consent of the Investors, Investors holding a majority of the Registrable Securities (which consent shall will not be unreasonably withheld) and the provisions of Section 2(d)), covering the resale of all of the Registrable Securities, which Registration StatementStatement(s) shall state that, to the extent allowable in accordance with Rule 416 promulgated under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and the exercise and purchase of or otherwise pursuant to the Warrants or the New Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions, and (ii) by reason of changes in the Conversion Rate of the Preferred Shares in accordance with the terms of the Securities Purchase Agreement and the Company's Articles of Incorporation as modified by the Certificate of Designations. The number of Such Registration Statement shall initially register for resale at least ________ shares of Common Stock initially included [the number equal to 150% of the shares (a) issuable on conversion of the Preferred Shares assuming the Conversion Rate applicable as of the Closing Date, and (b) issuable on exercise of the Warrants assuming at the Exercise Prices as of the Closing Date], subject to adjustment as provided in such Registration Statement Section 3(b). Such registered shares of Common Stock shall be no less than allocated among the aggregate Investors pro rata based on the total number of Warrant Shares Registrable Securities issued or issuable as of each date that are then issuable upon exercise of or otherwise pursuant a Registration Statement, as amended, relating to the Warrants, without regard to any limitations on resale of the Investors’ ability to exercise Registrable Securities is declared effective by the WarrantsSEC. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) The Company shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in have the Registration Statement filed pursuant to Section 2 (a)(iStatement(s) above (and subject to Section 3(q) below), declared effective by the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable practicable, but in no event later than 120 days after the Additional Filing Deadline, file with issuance of the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Preferred Shares.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the number of shares of Common Stock issuable upon conversion of the Series B Preferred Shares and the number of Dividend Shares issuable thereon (based on the market price of the Common Stock at the time the Registration Statement is filed with the SEC) assuming the Initial Investor does not sell or convert any shares of Series B Preferred Stock for two years after the Closing Date, determined as is then available if the Series B Preferred Shares and such number of Dividend Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to effect a Registration the limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Registrable SecuritiesCertificate of Designations) based on a Conversion Price computed from the Average Market Price and a Conversion Percentage (as such terms are defined in the Certificate of Designations) of 87.5%, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Preferred Shares and Dividend Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or by reason of changes in the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. The Registration Statement will also register the Conversion Shares issuable to Advantage pursuant to the Other Subscription Agreement and the Letter Agreement. If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementunconverted Preferred Shares and Dividend Shares, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3 (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be made on a continuous basis the Registration Statement required to be filed by the Company pursuant to Rule 415Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the number of shares of Common Stock issuable upon conversion of the Preferred Shares and the Warrants, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full and the Warrants were exercised in full (and determined without regard to the restriction in the proviso to the second sentence of Section 10(a) of the Certificate of Designations) on the date of filing of the Registration Statement with the SEC and as is then available to effect a Registration of if the Registrable SecuritiesPreferred Shares were convertible and the Warrants were exercisable on such date, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to unconverted Preferred Shares and exercise in full of the Warrants and Warrants which may be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementissued upon conversion of the unconverted Preferred Shares, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement required to be filed pursuant to this Section 2(a) may also cover the resale (i) by the person referred to in Section 3(m) of all Registrable Securities not already the Subscription Agreement and its transferees of Common Stock issuable upon the exercise of certain warrants issued to such person in connection with the transactions contemplated by the Subscription Agreement and (ii) of any of the shares of Common Stock covered by an existing and effective Registration Statement for an offering items 1 through 13 of Schedule 3(b) to be made on a continuous basis pursuant to Rule 415the Subscription Agreement.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable date (the "Filing DeadlineDate") which is twenty (20) days after the date of the First Closing (as defined in the Securities Purchase Agreement), file with the SEC Securities and Exchange Commission ("SEC") a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Registrable SecuritiesSecurities (including, without limitation, the Registrable Securities issuable with respect to any Debentures or Preferred Shares (or Warrants issuable upon conversion of either the Debentures or the Preferred Shares) issuable pursuant to the Securities Purchase Agreement after the First Closing thereunder), subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the at least 3,000,000 shares of Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and the Preferred Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of changes in the Conversion Price of the Debentures and the Preferred Shares or the Exercise Price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially Registrable Securities included in such the Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline, Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the InvestorsBuyers, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the WarrantsWarrants issued on the Issuance Date, without regard to any limitations limitation on the InvestorsBuyers’ ability to exercise the Warrants, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayedwithheld, of) the Investors Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 which on the SEC Filing Date covers the resale by the Buyer of a number of shares of Common Stock equal to (orA) at least the number of Conversion Shares issuable to the Buyer under the Note, determined as if Form S-3 is not then availablethe Note, on such form together with accrued and unpaid interest, were converted in full (determined without regard to the limitation in the second sentence of Registration Statement as is then available to effect a Registration Section 2.1 of the Note) on the SEC Filing Date and as if the Note were convertible on the SEC Filing Date, (B) at least 100% of the Warrant Shares issuable to the Buyer and (C) such additional number of shares of Common Stock as the Company shall in its discretion determine to register in connection with the issuance of the Interest Shares, as Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Note to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of shares of Common Stock initially included in such Registration Statement as shall be no less than issuable upon conversion of the aggregate Note based on changes from time to time in the conversion price thereof such that at any time the number of Warrant Shares that are then issuable upon exercise shares of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted portion of the Note (after taking into account any redemptions pursuant to Section 2 (a)(i2.4(b) above (and subject to Section 3(q) belowof the Note), the SEC does not permit all of the Registrable Securities to be included inthen promptly, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that nothing in this Section 8(a) shall limit the rights of the holder of the Note to have all or a portion of the Note redeemed pursuant to Section 2.4(b) of the Note. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 8(a), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (2) Prior to the SEC Effective Date and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any Registrable Securities Securities, the Company shall not already covered by an existing file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and effective Registration Statement for an offering (B) any registration statement or amendment which the Company is required to be made on a continuous basis file or as to which the Company is required to request acceleration pursuant to Rule 415any obligation in effect on the date of execution and delivery of this Agreement.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare promptly and, on or prior to the applicable Filing Deadlinedate which is 20 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale by the Buyer of a number of shares of Common Stock equal to at least the number of Common Shares issuable to the Buyer upon conversion of the Registrable SecuritiesPreferred Shares, determined at the Conversion Price which is applicable on the day the Registration Statement is filed with the SEC and as if the Accrual Amount had accrued for 18 months on such Preferred Shares (and determined without regard to the limitation on beneficial ownership contained in the second sentence of Section 10(a)(1) of the Certificate of Designations) and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Preferred Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The If, notwithstanding Rule 416 under the 1933 Act, the Registration Statement is not deemed to cover such indeterminate number of additional shares of Common Stock as shall be issuable upon conversion of the Preferred Shares based on changes from time to time in the Conversion Price such that at any time the number of additional shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 8(a) shall be insufficient to cover the number of shares of Common Stock initially included issuable on conversion in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all full of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementunconverted Preferred Shares, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 8(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion; provided, however, that nothing in this Section 8(a) shall limit the rights of the holders of the Preferred Shares to have all or a portion of the Preferred Shares redeemed pursuant to Section 11 of the Certificate of Designations. For all purposes of this Agreement each such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to this Section 8(a), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 8(a). (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any of Registrable Securities Securities, the Company shall not already covered by an existing file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement on Form S-8 and effective except that prior to the SEC Effective Date the Company may file one or more Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Statements in accordance with Section 5(j).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to twenty (20) days after the applicable date of issuance of any Preferred Stock (the "Filing Deadline"), file with the SEC a Registration Statement or Registration Statements (the “Mandatory Registration Statement”as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration of the Registrable Securitiesregistration, subject to the consent of each Buyer and the Investorsprovisions of Section 2(e), which consent shall will not be unreasonably withheld) ), covering the resale of all of the Registrable Securities, which Registration StatementStatement(s) shall state that, to the extent allowable in accordance with Rule 416 promulgated under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Preferred Stock in accordance with the terms thereof Such Registration Statement shall initially register for resale at least 1,000,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock initially included in such Registration Statement shall be no less than allocated among the aggregate Investors pro rata based on the total number of Warrant Shares Registrable Securities issued or issuable as of each date that are then issuable upon exercise of or otherwise pursuant a Registration Statement, as amended, relating to the Warrants, without regard to any limitations on resale of the Investors’ ability to exercise Registrable Securities is declared effective by the WarrantsSEC. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) The Company shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in have the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), declared effective by the SEC does not permit all within ninety (90) days after the issuance of the Registrable Securities Preferred Stock (the "Registration Deadline"). The Company shall permit the registration statement to be included in, or for any other reason any Registrable Securities are become effective within five (5) business days after receipt of a "no review" notice from the SEC. In the event that the Registration Statement is not then included in, such Registration Statementfiled by the Company with the SEC by the Filing Deadline, then the Applicable Discount (as defined in the Certificate of Designations) shall be reduced by (i) an additional 2% for each 30 days from the Filing Deadline for which the Registration is not filed by the Company shall preparewith the SEC. In the event that the Registration Statement is not declared effective by the SEC by the Registration Deadline then the Conversion Percentage to be used in determining the Conversion Price (as defined in the Certificate of Designations, andPreferences, as soon as practicable but and Rights filed by the Company on or before the date hereof in no event later than connection herewith ("Certificate of Designations")shall be reduced by (i) an additional 3% if the Additional Filing Registration Statement is not declared effective by the SEC within thirty (30) days following the Registration Deadline, file with or (ii) an additional 6% if the Registration Statement is not declared effective by the SEC an additional within sixty (60) days of the Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Deadline.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or ---------------------- prior to the applicable date (the "Filing DeadlineDate") which is thirty (30) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of changes in the Conversion Price of the Preferred Shares in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the aggregate number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Shares (based on the lesser of the Market Price as would then be in effect and the Fixed Conversion Price then in effect (each as defined in the Certificate of Designation)) and the exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Preferred Shares or exercise the Warrants. Each The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Preferred Shares and exercise of the Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following Promptly following the closing of the purchase and sale of the securities contemplated by the Securities Purchase Agreement (the "Closing Date") but no later than forty (40) days after the Closing DateDate (the "Filing Deadline"), the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 or Form SB-2 (or, if the Company is not eligible to use Form S-3 is not then availableor Form SB-2, on such form of Registration Statement as the Company is then available eligible to effect a Registration registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities. (ii) The Company shall use its best efforts to cause to be declared effective by the SEC the Registration Statement described under Section 2(a)(i) as soon as practicable after the filing thereof, which provided, however, the Company shall cause such Registration Statement to be declared effective by the SEC not later than seventy (70) days after the Closing Date, or one hundred ten (110) days after the Closing Date if the SEC reviews the Registration Statement, (the "Effective Deadline"). (iii) The number of shares of Common Stock to be included in such Registration Statement under this Section 2(a) shall be no less than an amount equal to the sum of (A) [150% of the number of aggregate number of shares of Common Stock issuable upon conversion of the Debentures] shares representing the shares of Common Stock issued or issuable upon conversion of, or otherwise issuable pursuant to, the Debentures, and (B) [100% of the number of shares of Common Stock issuable upon exercise of the Warrants] shares representing the number of the shares of Common Stock issued or issuable upon exercise of, or otherwise issuable pursuant to, the Warrants, without regard to any limitation on any Investor's ability to convert the Debentures or exercise the Warrants. Such Registration Statement, to the extent allowable under the Securities 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of conversion of, or otherwise pursuant to to, the Debentures and exercise of, or otherwise pursuant to, the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing dividends or other submissiondilutive transactions. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, as soon as possible after the Closing Date but no later than sixty (60) days after the Closing Date (the "Required Filing Date"), either a Registration Statement (the “Mandatory or an amendment to an existing Registration Statement”, in either event registering for resale by the Investor (i) on Form S-3 (or, if Form S-3 is not then available, on such form a sufficient number of Registration Statement as is then available shares of Common Stock for the Initial Investors to effect a Registration of sell the Registrable Securities, subject but in no event less than the number of shares equal to the consent sum of one hundred and fifty percent (150%) of the Investorsnumber of shares into which the Preferred Stock, which consent through the third anniversary of their issuance, would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility or conversion had in fact occurred as of such date) and (ii) a sufficient number of shares of Common Stock for the Initial Investors to sell Registrable Securities issuable upon the occurrence of reasonably expected penalties. The Registration Statement (W) shall not be unreasonably withheld) covering the resale of include only the Registrable Securities, which Registration Statement, unless the Investor consents to the extent allowable inclusion of other shares of the Company's capital stock, and (X) shall also state that, in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Preferred Stock to prevent dilution resulting from stock splits, or stock dividends, stock issuances or similar transactions. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) one hundred and twenty (120) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock initially included in such Registration Statement shall represented by the Registrable Shares, issued or to be no less than issued as contemplated by the Transaction Agreements, exceeds eighty percent (80%) of the aggregate number of Warrant shares of Common Stock then registered, whether or not such Registration Statement is effective, then within ten (10) days after the Increased Registered Shares that are then issuable upon exercise of or otherwise Date, the Company shall either (X) amend the relevant Registration Statement ("Increased Shares Amendment") filed by the Company pursuant to the Warrantspreceding provisions of this Section 2, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each if such Registration Statement has not been declared effective by the SEC at that time, (the "Required Increased Shares Amendment Filing Date") to register, in the aggregate, at least the number of shares (the "Increased Shares Amount") equal to (I) the number of shares theretofore issued on conversion of the Preferred Stock plus (II) one hundred and each amendment or supplement theretofifty percent (150%) of the number of shares into which the unconverted Preferred Stock, through the thirty-six (36) month anniversary of the Closing Date, would be convertible at the date of such filing (assuming for such purposes that all such shares of Preferred Stock had been issued, had been eligible to be converted, and each request for acceleration had been converted into Conversion Shares in accordance with their terms, whether or not such issuance, accrual of effectiveness thereofdividends, eligibility or conversion had in fact occurred as of such date), or (Y) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the if such Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), has been declared effective by the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadlineat that time, file with the SEC an additional Registration Statement covering (an "Additional Registration Statement"), (the resale "Required Additional Registration Filing Date") to register the number of all Registrable Securities not shares equal to the excess of the Increased Shares Amount over the aggregate number of shares of Common Stock already covered by an existing and effective registered. The Company will use its reasonable best efforts to cause such Increased Shares Amendment or the Additional Registration Statement for an offering to be made declared effective on a continuous basis pursuant date (each, an "Increased Required Effective Date") which is no later than (Q) with respect to Rule 415a Registration Statement under clause (X) of this subparagraph (ii), the Initial Required Effective Date and (R) with respect to an Additional Registration Statement, the earlier of (I) five (5) days after notice by the SEC that it may be declared effective or (II) thirty (30) days after the Required Additional Registration Filing Date.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to and within thirty ---------------------- (30) days after the applicable Filing Deadline, Closing Date (as that term is defined in Section 7 of the Stock Purchase Agreement) file with the SEC SEC, either a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 covering at least an aggregate of 1,600,000 shares of Common Stock for the Initial Investors (oror such lesser number as may be required by the SEC, if but in no event less than the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form S-3 is not then availableS-3), on such form of or an amendment to any pending Company Registration Statement as is then available to effect a on Form S-3, and such Registration of the Registrable SecuritiesStatement or amended Registration Statement shall state that, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable in accordance with Rule 416 and Rule 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of the Preferred Stock resulting from adjustment in the Conversion Price, or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionsevent). The If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Preferred Stock may be no less than converted exceeds the aggregate number of Warrant Shares that are then issuable upon exercise shares of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in Common Stock covered by the Registration Statement filed pursuant on Form S-3, referred to Section 2 (a)(i) above (and subject to Section 3(q) below)in the preceding sentence, the SEC does not permit all Company shall, within ten (10) business days after receipt of the Registrable Securities to be included ina written notice from any Investor, or for any other reason any Registrable Securities are not then included in, either (i) amend such Registration Statement, then if such Registration Statement has not been declared effective by the Company shall prepareSEC at that time, andto register all shares of Common Stock into which the Preferred Stock may be converted, as soon as practicable but in no event later than or (ii) if such Registration Statement has been declared effective by the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form S-3 to register the resale shares of all Registrable Securities not Common Stock into which the Preferred Stock may be converted that exceed such number of shares of Common Stock already covered by an existing and effective registered. The Initial Investor acknowledges that such Registration Statement for an offering will also cover additional shares required to be made on a continuous basis registered pursuant to Rule 415an Amended and Restated Registration Rights Agreement among the Company, Atmel Corporation, ACMA Limited and National Semiconductor Corporation dated as of April 28, 1995.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, as soon as possible after the Closing Date and no later than ten (10) days following the Closing Date (the "Required Filing Date"), either a Registration Statement (the “Mandatory or an amendment to an existing Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form in either event registering for resale by the Investors 9,932,904 shares of Registration Statement as is then available to effect a Registration of Common Stock in order that the Investors may sell the Registrable Securities, subject . The Registration Statement (W) shall include only the Registrable Securities and shares to be issued upon the consent exercise of warrants to purchase Common Stock issued in connection with the sale of the InvestorsDebentures and (X) shall also state that, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Debentures to prevent dilution resulting from stock splits, splits or stock dividends, stock issuances or similar transactions. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date no later than sixty (60) days after the Closing Date. (ii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock initially included in such Registration Statement shall represented by the Registrable Securities, issued or to be no less than issued as contemplated by the Transaction Agreements, exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within ten (10) business days after receipt of or otherwise a written notice from any Investor, either (X) amend the relevant Registration Statement filed by the Company pursuant to the Warrantspreceding provisions of this Section 2, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each if such Registration Statement has not been declared effective by the SEC at that time, to register two hundred percent (and each amendment 200%) of such Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), or supplement thereto, and each request for acceleration of effectiveness thereof(Y) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the if such Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), has been declared effective by the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadlineat that time, file with the SEC an additional Registration Statement covering (an "Additional Registration Statement") to register two hundred percent (200%) of the resale shares of Common Stock represented by the Registrable Shares, computed as contemplated by the immediately preceding subparagraph (i), that exceed the aggregate number of shares of Common Stock already registered. If the Company has insufficient authorized but unissued shares to satisfy the foregoing commitment, the Company will use its reasonable best efforts to first solicit the consent of the holders of a majority of its outstanding shares entitled to vote thereon to increase the number of shares of the Company's common stock to the amount required to be registered under this Section 2(a)(ii), then promptly to file an information statement with respect to such increase in authorized shares with the SEC and as promptly as permitted thereafter to send the information statement to all Registrable Securities of the stockholders of the Company who did not already covered by an existing and effective so consent. The Company will thereafter use its reasonable best efforts to include the additional shares of Common Stock so authorized to be included in the amended Registration Statement for an offering or the Additional Registration Statement, as the case may be, and to cause the amended Registration Statement or the Additional Registration Statement, as the case may be, to be made on a continuous basis pursuant to Rule 415declared effective as promptly as possible and in no event later than (90) days after the Increased Registered Shares Date.

Mandatory Registration. The Company will file a Registration Statement on Form S-3, with the SEC registering the Registrable Securities and no other securities (other than (i) Following the Closing Date, the Company shall prepare, and, on or prior shares of Common Stock issuable upon exercise of warrants issued to the applicable Filing Deadline, file Shoreline (as defined below) in connection with the SEC a Registration Statement transactions contemplated hereby and under the Securities Purchase Agreement or (ii) issued or issuable to holders with registration rights pursuant to previously granted stock purchase warrants as described on Schedule 3.3 of the Purchase Agreement) for resale within twenty (20) business days of the closing of the initial purchase of the Series B Preferred Shares (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to "CLOSING DATE"). To the extent allowable under the Securities 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such the Registration Statement also covers shall include the Common Shares and the Warrant Shares and such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions, or (ii) by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than (a) the aggregate number of Warrant Shares that are then shares of Common Stock issuable upon exercise of the Warrants as if all of the Warrants were then issued plus (b) two (2) times the number of Common Shares that would be issuable upon conversion of the Series B Preferred Shares and the Series C Preferred Shares (as if all of the Series C Preferred Shares were then issued) at the Market Price (as defined in the Series B Certificate of Designations) on the Closing Date. Notwithstanding the foregoing, if the SEC prohibits the Company from registering the resale of the Common Shares issuable upon the conversion of the Series C Preferred Shares (the "SERIES C CONVERSION SHARES") or otherwise pursuant exercise of the Warrants issuable in connection with the Series C Preferred Shares (the "SERIES C WARRANT SHARES"), the Company shall be entitled to amend the Registration Statement so as to exclude such Series C Conversion Shares and Series C Warrant Shares. In such event, the Company will, within twenty (20) business days of the issuance of the Series C Preferred Shares, file a new Registration Statement with respect to the WarrantsSeries C Conversion Shares and Series C Warrant Shares, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each and such Registration Statement (and each amendment or supplement theretoshall, and each request for acceleration together with the Registration Statement with respect to the Common Shares issuable in conversion of effectiveness thereof) shall be provided to (and shall be the Series B Preferred Shares, constitute a "Registration Statement" subject to the approvalterms and conditions of this Agreement; provided that the Required Effective Date (as defined below) for such additional Registration Statement shall be the 90th day following the Second Closing (or, which shall not be unreasonably withheld if (a) such Registration Statement is reviewed by the SEC, or delayed, of(b) if the SEC takes the position that registration of the resale of the Series C Conversion Shares and Series C Warrant Shares by the Investors is not available under applicable laws, rules and their counsel prior to its filing or other submission. (ii) If for any reason, despite regulation and that the Company must register the offering of such Registrable Securities as a primary offering by the Company’s , the 120th day following the Second Closing). The Company shall use of its best efforts to include all cause such Registration Statement to be declared effective by the SEC as soon as practicable after filing and in any event no later than the ninetieth (90th) day following the Closing Date (the "REQUIRED EFFECTIVE DATE"); provided, however, that so long as the Company has filed such Registration Statement within twenty (20) business days of the Closing Date, (a) if the SEC takes the position that registration of the resale of the Registrable Securities in by the Registration Statement filed pursuant to Section 2 (a)(i) above (Investors is not available under applicable laws, rules and subject to Section 3(q) below), regulation and that the SEC does not permit all Company must register the offering of the Registrable Securities to be included inas a primary offering by the Company, or for any other reason any Registrable Securities are not then included in, such (b) if the Registration StatementStatement receives SEC review, then the Required Effective Date shall be the one hundred twentieth (120th) day after the Closing Date. In the case of an SEC response described in clause (a), the Company shall, within twenty (20) business days following the date the Company receives such response from the SEC, file a registration statement as a primary offering. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement will receive no action or no review from the SEC, the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional cause such Registration Statement covering to become effective within five (5) business days of such SEC notification. Once declared effective by the resale of all Registrable Securities not already covered by an existing and effective SEC, the Company shall cause such Registration Statement for an offering to be made on a continuous basis remain effective throughout the Registration Period, except as permitted pursuant to Rule 415Section 3(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form covering the resale of Registration Statement as is then available to effect a Registration at least 1,395,000 of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Preferred Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementunconverted Preferred Shares, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3 (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be made on a continuous basis the Registration Statement required to be filed by the Company pursuant to Rule 415Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable date (the "Filing DeadlineDate") which is no later than ninety (90) days after the Closing Date (as defined in the Purchase Agreement), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) with respect to the Draw Down Shares and Warrant Shares and (ii) upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the sum of (x) 50,000,000 Draw Down Shares issuable pursuant to the Purchase Agreement and (y) one hundred percent (100%) of the aggregate number of Warrant Shares that are then issuable upon the exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Company's ability to effect Draw Downs under the Purchase Agreement or on IFG's ability to exercise the Warrants. Each The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable under the Purchase Agreement and upon exercise of or otherwise pursuant to the Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors review of IFG and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use . The Company shall provide IFG and its counsel with a copy of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant not less than five (5) days prior to Section 2 the intended filing date and any pre- or post-effective amendment thereto not less than three (a)(i3) above business days prior to the intended filing date and shall provide copies of any supplements not less than two (and subject 2) business days prior to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415intended filing date.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement or Registration Statements (the “Mandatory Registration Statement”as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a Registration of the Registrable Securitiesregistration, subject to the consent of each Purchaser and the Investorsprovisions of Section 2(e), which consent shall will not be unreasonably withheld) ), covering the resale of all of the Registrable Securities, which within thirty (30) days after the first to occur of (1) the issuance, sale, and delivery of $1,500,000 in original principal amount of Bridge Notes, or (2) the date the Company receives written notice from Sovereign Capital Advisors, LLC of termination of further offers of the Bridge Notes (the "Filing Deadline"). The Registration StatementStatement(s) shall state that, to the extent allowable in accordance with Rule 416 promulgated under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon conversion of the Series 1 Bridge Notes and exercise of or otherwise pursuant to the Purchaser Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions, and (ii) by reason of the Repricing Warrants in accordance with the terms thereof. The number Such Registration Statement shall initially register for resale at least 1,316,025 shares of Common Stock, comprised of 641,025 shares for Conversion Shares, 300,000 shares for Purchaser Warrant Shares, 75,000 shares for Placement Warrant Shares, and 300,000 shares of Common Stock initially included to cover the Repricing Warrant Shares, all of which is subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC within ninety (90) days after the Filing Deadline (the "Registration Deadline"). The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. Such Registration Statement shall be no less than kept current and effective for a period of twelve (12) months from the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant Closing Date. If a Registration Statement with respect to the Warrants, without regard to any limitations Common Stock is not effective on the Investors’ ability Maturity Date (as such term is defined in the Series 1 Bridge Note), the Company agrees to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject pay a cash penalty equal to the approval, which shall not be unreasonably withheld or delayed, oftwo percent (2%) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all per month of the Registrable Securities in outstanding principal amount of the Series 1 Bridge Notes, payable monthly and pro-rated for partial months until the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415is effective.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadlinedate which is thirty (30) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the aggregate sum of the number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of or otherwise pursuant to the Warrants, Warrants without regard to any limitations limitation on the Investors’ Investor's ability to convert the Preferred Stock or exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion and exercise of the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing Preferred Stock and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Mandatory Registration. (i) Following The Company shall prepare and file with the SEC, as soon as possible after the Closing Date, but no later than thirty (30) days following the Company shall prepareClosing Date, and, on or prior to the applicable Filing Deadline, file with the SEC either a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on or an amendment to any such form of pending Registration Statement as is then available to effect a Registration registering for resale by the Investor all of the Registrable Securities, subject to but in no event less than the consent aggregate number of shares into (i) which the Preferred Stock would be convertible at the time of filing of the InvestorsForm S-3 (assuming for such purposes that all shares of Preferred Stock had been eligible to be converted, which consent and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility or conversion had in fact occurred as of such date). The Registration Statement or amended Registration Statement shall not be unreasonably withheld) covering the resale of the Registrable Securitiesstate that, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of the Preferred Stock resulting from adjustment in the Conversion Price, or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, or stock dividends, stock issuances or similar transactions. The Company will use commercially reasonable efforts to cause such Registration Statement to be declared effective the earlier of (a) five (5) days after notice by the SEC that it may be declared effective, or (b) ninety (90) days after the Closing Date. If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Preferred Stock may be no less than converted exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within ten (10) business days after receipt of or otherwise pursuant to the Warrantsa written notice from any Investor, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofi) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock into which the Registrable Securities to Preferred Stock may currently or in the future be included inconverted, or for any other reason any Registrable Securities are not then included in, (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form S-3, as may be appropriate, to register the resale shares of all Common Stock into which the Preferred Stock may currently or in the future be converted that exceed the aggregate number of shares of Common Stock already registered. Such Registration Statement shall not include any shares other than the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made the shares specifically listed on a continuous basis pursuant to Rule 415Exhibit 1 without the consent of the Investor.

Mandatory Registration. The Company shall use its best efforts to prepare and file with the SEC, no later than sixty (i60) Following calendar days after the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 S-1 (oror any other applicable form), if Form S-3 is not then availablecovering a sufficient number of shares of Common Stock for the Subscribers but in no event less than 1,700,000 shares of Common Stock. Due to the fluctuation in the price of the Company's Common Stock during the past 60 days, on such form of the parties have agreed that an initial Registration Statement as is then available covering 1,700,000 Reserved Shares will probably cover the number of shares of Common Stock to effect a Registration be issued pursuant to the terms of the Registrable SecuritiesSubscription Agreement. Such Registration Statement shall state that, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under in accordance with the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock Stock splits, or stock dividends, stock issuances or similar transactions). The Company represents that only the Subscribers whose signatures are set forth on the signature page of this Agreement shall have their Shares registered in the Registration Statement. If at any time after the Closing Date, the number of registered shares of common stock does not cover that number of shares of Common Stock initially included in such Registration Statement shall common stock that would be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all terms of the Registrable Securities in Subscription Agreement, then the Company shall, within twenty (20) business days after receipt of written notice from any Subscribers, either (i) amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock that would be issuable pursuant to the terms of the Registrable Securities to be included in, Subscription Agreement or for any other reason any Registrable Securities are not then included in, (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form S-1 (or any other available form), to register such additional shares of Common Stock that exceed the resale aggregate number of all Registrable Securities not shares of Common Stock already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415registered.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 15 days after the date of the closing under the Subscription Agreement (the "Closing Date"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form S-1 covering at least _______* shares of Registration Statement Common Stock as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or by reason of changes in the conversion price of the Preferred Shares and the exercise price of the Warrants in accordance with the respective terms thereof. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementunconverted Preferred Shares and the unexercised Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 15 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-1 (which shall ------------------------- * Insert total number of shares issuable upon (1) exercise of Warrants into number of shares equal to the resale conversion shares set forth in (2) divided by 5 and (2) conversion of all Registrable Securities the Preferred Stock at lesser of (x) 80% of average closing bid prices for 5 trading days or (y) $3.375. not already covered by an existing and constitute a post-effective amendment to the Registration Statement for an offering required to be made on a continuous basis filed pursuant to Rule 415the first sentence of this Section 2(a)) or other applicable form covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlinedate which is sixty (60) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the InvestorsInvestor, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the aggregate sum of the number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Preferred Stock or exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Preferred Stock and exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to ---------------------- after the applicable Filing Deadline, file with tenth (10/th/) Business Day (as defined in the SEC a Registration Statement (Redemption and Exchange Agreement) following the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration date of the Registrable Securities, subject to the consent filing of the Investors, which consent shall not be unreasonably withheldAnnouncing Form 8-K (as defined in Section 4(f) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act Redemption and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofExchange Agreement) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i4(f) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included inRedemption and Exchange Agreement, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional twentieth (20/th/) Business Day following the date of such filing (the "Filing Deadline"), file with the SEC an additional the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the sum of (i) the Registrable Securities not already covered by an existing relating to the Common Shares, (ii) the product of (w) 1.25 and effective (x) the Registrable Securities relating to the Series B Preferred Shares, (iii) the product of (y) 1.25 and (z) the Registrable Securities relating to the Series C Preferred Shares and (iv) the Registrable Securities relating to the Series D Preferred Shares, in each case, as of the trading day immediately preceding the date the Registration Statement for an offering is initially filed with the SEC (as if the closing of the transactions contemplated by the Redemption and Exchange Agreement occurred on such date), subject to be made on a continuous basis pursuant adjustment as provided in Section 2(e). The Company shall use its best efforts to Rule 415have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 60 days after the Closing Date (as defined in the Redemption and Exchange Agreement) (the "Effectiveness Deadline").

Mandatory Registration. The Company has prepared and filed with the SEC a Registration Statement on Form S-3 (ithe "FIRST REGISTRATION STATEMENT") Following covering the Closing Dateresale of in excess of 5,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the exercise of the Initial Warrant which was declared effective by the SEC on December 4, the 1998. The Company shall prepare, and, on or prior to twenty (20) days after the applicable date of the closing of the sale of Series B Preferred Stock (the "Filing DeadlineDate"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”"SECOND REGISTRATION STATEMENT") on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of all of the Series B Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of the Registrable Securities4,000,000 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially Registrable Securities included in such the Registration Statement Statements referenced above shall be no less than allocated among the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsPurchasers as set forth in Section 11.11 hereof. Each The Registration Statement Statements (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, approval of (which approval shall not be unreasonably withheld or delayed, ofdenied)) the Investors Initial Purchasers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 registering for resale by the Investors a sufficient number of shares of Common Stock for the Investors (oror such lesser number as may be required by the SEC in writing, if but in no event less than the number of shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Form S-3 is not then availableS-3, on such form of or an amendment to any pending Company Registration Statement as is then available to effect a on Form S-3, and such Registration of the Registrable SecuritiesStatement or amended Registration Statement shall state that, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of or otherwise pursuant to the Warrants resulting from adjustment in the Conversion Price, or the Warrant Shares to prevent dilution resulting from stock splits, or stock dividends), stock issuances or similar transactionsand the Company shall use its best efforts to cause the Registration Statement shall be declared effective no later than 120 days after the closing of the issuance of the first tranche of Series H Preferred Stock (the "Closing Date"). The If at any time after the Registration Statement has been declared effective the number of shares of Common Stock initially included in such Registration Statement shall into which the Preferred Stock may be no less than converted exceeds the aggregate number of Warrant Shares that are then issuable upon exercise shares of or otherwise pursuant Common Stock, the Company shall within one (1) business day after knowledge of such occurrence give written notice to the WarrantsBuyers and to Gold▇▇▇▇▇ ▇▇▇ Group, without regard counsel to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement , of such occurrence, and, within ten (and each amendment or supplement thereto10) business days after knowledge of such occurrence, and each request for acceleration of effectiveness thereofeither (i) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock into which the Registrable Securities to Preferred Stock may be included inconverted, or for any other reason any Registrable Securities are not then included in, (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form S-3 to register the resale shares of all Registrable Securities not Common Stock into which the Preferred Stock may be converted that exceed the aggregate number of shares of Common Stock already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415registered.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement on or before April 30, 2002 (the “Mandatory Registration Statement”"Filing Deadline") a registration statement --------------- on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as registration statement that is then available to effect a Registration registration of the all Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale Investors holding at least a majority of the Registrable Securities, which Registration Statement, to ) for the extent allowable purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the rules and regulations promulgated account of, the Holders as selling stockholders thereunder (the "Registration Statement"). The ---------------------- Company shall use best efforts to cause the Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Registrable Securities (i) are sold and (ii) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the "Registration Withdrawal Date". ---------------------------- . If the Company has not filed the Registration Statement with the SEC on or before April 30, 2002, the Company shall issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including Rule 416the Exercise Price then in effect (a "Registration Warrant")), shall state to acquire that such Registration Statement also covers such indeterminate number of additional shares -------------------- of Common Stock as may become issuable upon exercise equal to ten percent (10%) of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such issuable on exercise of the Warrants issued to that Holder. . At the end of each thirty (30) day period (or a portion thereof) after April 30, 2002, that the Registration Statement has not been filed with the SEC, the Company shall be no less than the aggregate issue to each Holder a Registration Warrant to acquire that number of Warrant Shares that are then shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable upon on exercise of or otherwise pursuant the Warrants issued to the Warrantsthat Holder, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. multiplied by (ii) If for any reasona fraction, despite the Company’s use numerator of its best efforts to include all which is the number of days during such thirty-day period before the Registrable Securities in date on which the Registration Statement was filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), with the SEC does and the denominator of which is thirty. . If the Registration Statement has not permit all of been declared effective by the Registrable Securities to be included inSEC on or before June 14, or for any other reason any Registrable Securities are not then included in2002, such Registration Statement, then the Company shall prepareissue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. . At the end of each thirty (30) day period (or a portion thereof), andafter June 14, as soon as practicable but in no event later than 2002, that the Additional Filing DeadlineRegistration Statement has not been declared effective by the SEC, file with the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (ii) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the SEC an additional Registration Statement covering and the resale denominator of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415which is thirty.

Mandatory Registration. (a) Registration is mandatory : (i) Following On or prior to the Closing Dateissuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC have caused a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, Securities issuable upon the conversion of the Debentures to the extent allowable under the Securities Act be declared effective and the rules and regulations promulgated thereunder (including Rule 416), Company shall state that such cause the Registration Statement also covers such indeterminate number to remain effective until all of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactionsRegistrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise the conversion of or otherwise pursuant to all outstanding Debentures based upon the Warrants, without regard to any limitations on Bid Price of the Investors’ ability to exercise Common Stock upon the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration date of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) initial filing with the Investors and their counsel prior to its filing or other submissionSEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01(a)(i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01(a)(i). If for at any reasontime the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, despite the Company’s use Company shall, within thirty (30) days after receipt of its best efforts to include all of a written notice from the Registrable Securities in Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2 (a)(i2.01(a)(i) above (and subject to Section 3(q) below), the SEC does not permit all cover the requisite number of the Registrable Securities to be included inSecurities, or for any other reason any Registrable Securities are not then included in, such Registration Statementas provided in Section 2.01(a)(i), then the Company shall prepare, and, as soon as practicable but in no event later than pay to the Additional Filing Deadline, file with Investor an amount equal to two 2% percent of the SEC an additional principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement covering is declared effective by the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.Commission (the "2.01(a)

Mandatory Registration. (i1) Following On or before the Closing Required Filing Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement (which covers the “Mandatory Registration Statement”) resale by the Buyers of a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to each Buyer upon conversion of the Preferred Shares, and one quarter-year of accrued and unpaid dividends on Form S-3 (orthe Preferred Shares at the rate specified in the Certificate of Designations, if Form S-3 determined at the Conversion Price which is not then available, applicable on such form of the day the Registration Statement as is then available to effect a Registration filed with the SEC and (B) the number of Warrant Shares issuable upon exercise of the Registrable SecuritiesWarrants, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii2) If for Prior to the SEC Effective Date, and during any reason, despite time subsequent to the Company’s use of its best efforts to include all of the Registrable Securities in SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file, or as to which the Company is required to request acceleration, pursuant to Section 2 any obligation in effect on the date of execution and delivery of this Agreement. (a)(i3) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such If a Registration StatementEvent occurs, then the Company shall preparewill make payments to each Buyer as partial liquidated damages for the minimum amount of damages to that Buyer by reason thereof, andand not as a penalty, as soon as practicable but in no event later than at the Additional Filing Deadline, file rate of 1% per month of the Purchase Price paid by that Buyer pursuant to this Agreement (excluding the Purchase Price with the SEC an additional Registration Statement covering the resale of all Registrable Securities not respect to Shares already covered by an existing and effective Registration Statement for an offering to sold or which may be made on a continuous basis sold pursuant to Rule 415144(k), for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to each Buyer, and shall not constitute the Buyers’ exclusive remedy for such events. The Registration Default Period shall terminate upon (u) the filing of the Registration Statement in the case of clause (i) of the definition of “Registration Event”; (v) the SEC Effective Date in the case of clause (ii) of the definition of “Registration Event”; (w) the ability of each Buyer to effect sales pursuant to the Registration Statement in the case of clause (iii) of the definition of “Registration Event”; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (iv) of the definition of “Registration Event”; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of “Registration Event”; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of “Registration Event”, the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the time no other Registration Event is continuing. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages hereunder shall cease when a Buyer no longer holds the Preferred Shares or Registrable Securities.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, no later than forty-five (45) days following the Closing Date under the Stock Purchase Agreement, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 SB-2, or other applicable form, registering for resale a sufficient number of shares of Common Stock by the Initial Investor (oror such lesser number as may be required by the SEC, if but in no event less than the number of shares into which the Preferred Stock would be convertible at the time of filing of the Form S-3 is not then availableSB-2 or other applicable form, on and such form of Registration Statement as is then available to effect a Registration of the Registrable Securitiesshall state that, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of the Preferred Stock resulting from adjustment in the Conversion Price, or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, or stock dividends, stock issuances or similar transactions). The Such Registration Statement shall also provide for offering of the securities on a continuous basis in accordance with Rule 415. If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Preferred Stock may be no less than converted exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within fifteen (15) business days after receipt of or otherwise pursuant to the Warrantsa written notice from any Investor, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofi) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock into which the Registrable Securities to Preferred Stock may be included inconverted, or for any other reason any Registrable Securities are not then included in, (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form SB-2, or other applicable form, to register the shares of Common Stock into which the Preferred Stock may be converted that exceed the aggregate number of shares of Common Stock already registered. If the staff of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, in the view of all Registrable Securities not already covered by the staff, such registration would constitute a primary offering the Company, then the Company shall have an existing and effective additional sixty (60) days in which to amend such Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415another available form.

Mandatory Registration. (ia) Following the Closing Date, the Company Parent shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC as soon as practicable, but in no event later than the thirtieth (30th) day following the date hereof, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Common Stock issued to certain Holders on the date hereof pursuant to the terms of the Purchase Agreement and the maximum number of shares of Common Stock issuable, in Parent’s discretion, upon redemption of the ▇▇▇▇▇ Brothers Units assuming that, upon vesting of the ▇▇▇▇▇ Brothers Units in whole or in part, (i) each Holder elects to redeem all of his or her ▇▇▇▇▇ Brothers Units, once vested, pursuant to the terms of the ▇▇▇▇▇ Brothers Operating Agreement and his or her Employment Agreement, and ｢(ii) Parent elects to deliver Common Stock in lieu of having ▇▇▇▇▇ Brothers pay cash upon redemption of the vested ▇▇▇▇▇ Brothers Units. Parent shall use its commercially reasonable efforts to cause the Registration Statement required to be filed pursuant to this Section 1.2(a) to become effective as soon as practicable, but in no event later than the ninetieth (90th) day following the date hereof. (b) Parent shall be obligated to maintain the effectiveness of the Registration Statement filed pursuant to Section 1.2(a) until the earlier of (A) the sale by the Holders of all Registrable SecuritiesSecurities covered by the Registration Statement pursuant to the terms of the Registration Statement or (B) such time as all of the Registrable Securities may be sold immediately pursuant to Rule 144 under the Act. (c) It is understood that the ▇▇▇▇▇ Brothers Units will vest in three tranches on each of the first three (3) anniversaries of the Closing Date (each a “Tranche” and collectively, the “Tranches”). Notwithstanding Section 1.2(b), if (A) the registration rights of the Investors have terminated pursuant to Section 1.10 and (B) Parent is no longer eligible to use Form S-3, in lieu of maintaining the effectiveness of a Registration Statement as described in Section 1.2(b), Parent may choose to use its commercially reasonable efforts to have an appropriate Registration Statement for the resale of the Registrable Securities related to a vested Tranche declared effective prior to the vesting date for such Tranche. Parent shall be obligated to maintain the effectiveness of a Registration Statement with respect to the Registrable Securities related to each vested Tranche until the earlier of (A) the sale by the Management Employees of all such Registrable Securities covered by the Registration Statement related to a particular vested Tranche pursuant to the terms of the Registration Statement or (B) the date on which all of such Registrable Securities may be sold immediately pursuant to Rule 144 under the Act. (d) Any Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise as a result of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Dateof any Debenture pursuant to the Securities Purchase Agreement, the Company shall prepare, and, on or prior to the applicable Initial Registration Filing Deadline, Deadline (as defined above) file with the SEC Commission a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 S-1 (or, if Form S-3 S-1 is not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the InvestorsBuyer, which consent shall will not be unreasonably withheldwithheld)(the “Initial Registration Statement”) covering the resale of the Registrable Securities, Securities which Registration Statement, to the extent allowable under the Securities 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. transactions and shall contain (unless otherwise directed by at least a three-fourths (3/4) majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Buyer's ability to exercise the WarrantsWarrants (collectively, the “Target Registration Amount”). Notwithstanding the foregoing, if the Company is advised by the staff of the Commission in a written comment letter or otherwise that it is not eligible to conduct the offering of the Warrant Shares under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the Registration Statement, then, subject to any applicable Registration Failure Liquidated Damages (as defined herein), the Company may reduce (an “SEC Share Reduction”) the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 (“Rule 415 Eligible”)(subject to Registration Failure Liquidated Damages, as defined below, if the Company reduces unilaterally the number of shares covered by such Registration Statement to a number less than the Initial Registration Minimum). In the event of an SEC Share Reduction, the number of Registrable Securities registered shall be cut back pro rata (based upon the relative number of Warrants held by each Holder), provided that (i) the inclusion of the Series A Warrant Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): As necessary, (i) Series C Warrants shares shall be cut back and removed from the Registration Statement first, and (ii) Series B Warrants shall be cut back and removed from the Registration Statement first and (iii) Series A Warrants shall be cut back and removed from the Registration Statement third. In the event that, due to an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which less than the Target Registration Amount (a “Target Registration Shortfall”), then the unregistered portion of the Target Registration Amount (the “Target Registration Shortfall Amount”) shall be included in the next Additional Registration Statement (in accordance with Section 3(b) below). The Company shall, as early as practicable on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Investors Buyer and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlineas expeditiously as possible, but in no event later than December 29, 2004, file with the SEC a Registration Statement which covers the resale by the Buyer of (A) a number of shares of Common Stock equal to at least the “Mandatory Registration Statement”) number of Conversion Shares issuable to the Buyer upon conversion of the Preferred Shares, and one quarter-year of accrued and unpaid dividends on Form S-3 (orthe Preferred Shares at the rate specified in the Certificate of Designations, if Form S-3 determined at the Conversion Price which is not then available, applicable on such form of the day the Registration Statement as is then available to effect a Registration filed with the SEC and (B) the number of Warrant Shares issuable upon exercise of the Registrable SecuritiesWarrant, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than Notwithstanding the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrantsforegoing, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If if for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, in such Registration StatementStatement to be sold by selling stockholders at prices that are “at the market”, then the Company shall prepare, andprepare and file with the SEC a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as soon expeditiously as practicable possible, but in no event later than the Additional Filing Deadlinedate which is 45 days after the date on which the SEC shall indicate as being the first date such filing may be made. (2) Prior to the SEC Effective Date, and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC an additional under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment, inclusive of the Registration Statement covering on Form SB-2 of the resale Company currently on file, which the Company is required to file, or as to which the Company is required to request acceleration, pursuant to any obligation in effect on the date of all Registrable Securities execution and delivery of this Agreement or a transaction permitted under Section 5(i)(c). (3) If a Registration Event occurs, then the Company will make payments to the Buyer as partial liquidated damages for the minimum amount of damages to the Buyer by reason thereof, and not as a penalty, at the rate of 2% per month of the Purchase Price paid by the Buyer pursuant to this Agreement (excluding the Purchase Price with respect to Shares already covered by an existing and effective Registration Statement for an offering to sold or which may be made on a continuous basis sold pursuant to Rule 415144(k), for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Buyer, and shall not constitute the Buyer’s exclusive remedy for such events. The Registration Default Period shall terminate upon (u) the filing of the Registration Statement in the case of clause (i) of the definition of “Registration Event”; (v) the SEC Effective Date in the case of clause (ii) of the definition of “Registration Event”; (w) the ability of the Buyer to effect sales pursuant to the Registration Statement in the case of clause (iii) of the definition of “Registration Event”; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (iv) of the definition of “Registration Event”; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of “Registration Event”; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of “Registration Event”, the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the time no other Registration Event is continuing. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages hereunder shall cease when the Buyer no longer holds the Preferred Shares, the Warrant or Registrable Securities.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior cause Company Counsel to the applicable Filing Deadline, prepare and file with the SEC SEC, as soon as practicable after the Initial Closing Date but no later than sixty (60) days after the Initial Closing Date (the "Required Filing Date"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the “Mandatory sum of (x) one hundred fifty percent (150%) of the sum of (i) the number of Purchased Shares, (ii) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date) and (y) one hundred percent (100%) of the number of Option Shares, if any, purchased prior the initial filing of the Registration Statement”) on Form S-3 . Unless otherwise specifically agreed to in writing in advance by the Initial Investor (orincluding as provided in this Agreement), if Form S-3 is not then available, on such form of the Registration Statement as is then available to effect a Registration of (W) shall include only (1) the Registrable Securities, subject (2) the shares issuable on exercise of warrants issued to the consent Finder in connection with the transactions contemplated by the Transaction Agreements, and (3) such shares of the InvestorsCompany's Common Stock as set forth on Schedule 10 attached hereto (whether such shares are held by the shareholders listed on said Schedule 10 or their respective transferees), which consent and (X) shall not be unreasonably withheld) covering the resale of the Registrable Securitiesalso state that, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, or stock dividends. (ii) The Company and Company Counsel will use their reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) one hundred twenty (120) days after the Closing Date. (iii) If at any time (an "Increased Registered Shares Date"), stock issuances or similar transactions. The the number of shares of Common Stock initially included in such Registration Statement shall represented by the Registrable Securities issued or to be no less than issued as contemplated by the Transaction Agreements, exceeds ninety percent (90%) of the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise of registered or otherwise pursuant sought to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each be registered in a Registration Statement (and each amendment or supplement theretowhich has not yet been declared effective, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.either

Mandatory Registration. (iExcept as described in sections 2.1(b), 2.1(c) Following the Closing Date, the and 2.1(d): The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement on or before May 7, 2002 (the “Mandatory Registration Statement”"Filing Deadline") a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as registration statement that is then available to effect a Registration registration of the all Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale Investors holding at least a majority of the Registrable Securities, which Registration Statement, to ) for the extent allowable purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the rules and regulations promulgated account of, the Holders as selling stockholders thereunder (including Rule 416the "Registration Statement"), . The Company shall state that such use best efforts to cause the Registration Statement also covers to become effective as soon as possible after filing. The Company shall keep such indeterminate number registration statement effective at all times until the earlier of additional shares the date on which all the Registrable Securities (A) are sold and (B) can be sold by all the Holders (and any affiliate of Common Stock as may become issuable upon exercise of or otherwise the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the Warrants preceding sentence is the "Registration Withdrawal Date". If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Warrant Shares Company shall issue to prevent dilution resulting from stock splitseach Holder an additional warrant (on the same terms and conditions as the Warrants, stock dividendsincluding the Exercise Price then in effect (a "Registration Warrant")), stock issuances or similar transactions. The to acquire that number of shares of Common Stock initially included in such Registration Statement shall be no less than equal to ten percent (10%) of the aggregate number of Warrant Shares that are then shares of Common Stock issuable upon on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness a portion thereof) shall be provided to (and shall be subject to the approvalafter May 7, which shall not be unreasonably withheld or delayed2002, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in that the Registration Statement has not been filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)with the SEC, the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepareissue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, andmultiplied by (B) a fraction, as soon as practicable but the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement was filed with the SEC and the denominator of which is thirty. If the Registration Statement has not been declared effective by the SEC on or before June 21, 2002, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after June 21, 2002, that the Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in no event later than section 2.1(a) to the Additional Filing Deadlinecontrary, with respect to Second Addendum Registrable Securities: The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Second Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Second Addendum Registrable Securities) or (B) an amendment to the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the Second Addendum Registrable Securities for resale by, and for the account of, the Holders of Second Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Registration Statement, as the case may be, is referred to herein as the "Second Registration Statement"). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Second Addendum Registrable Securities are sold and can be sold by all the Holders of Second Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall issue to each Holder of Second Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Second Registration Warrant")), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement covering has not been filed with the resale SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a) or 2.1(b) to the contrary, with respect to Third Addendum Registrable Securities: The Company shall prepare and file with the SEC not later than the earlier of August 16, 2002, and one week after each of the Registration Statement and Second Registration Statement is declared effective by the SEC (the "Required Filing Date"), (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Third Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Third Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a) or the Second Registration Statement described in section 2.1(b), for the purpose of registering under the Securities Act all of the Third Addendum Registrable Securities not already covered by an existing for resale by, and effective for the account of, the Holders of Third Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the "Third Registration Statement"). The Company shall use best efforts to cause the Third Registration Statement for to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Third Addendum Registrable Securities are sold and can be sold by all the Holders of Third Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Third Registration Statement with the SEC on or before the Required Filing Date, the Company shall issue to each Holder of Third Addendum Registrable Securities an offering additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Third Registration Warrant")), to be made acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on a continuous basis exercise of the Warrants issued pursuant to the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Filing Date that the Third Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement was filed with the SEC and the denominator of which is thirty. If the Third Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the "Required Effective Date"), the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Effective Date that the Third Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a), 2.1(b) or 2.1(c) to the contrary, with respect to Fourth Addendum Registrable Securities: The Company shall prepare and file with the SEC not later than the earlier of five business days after the Closing Date and three business days after each of the Registration Statement, the Second Registration Statement and Third Registration Statement is declared effective by the SEC (the "Fourth Addendum Required Filing Date"), (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Fourth Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Fourth Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a), the Second Registration Statement described in section 2.1(b) or the Third Registration Statement described in section 2.1(c), for the purpose of registering under the Securities Act all of the Fourth Addendum Registrable Securities for resale by, and for the account of, the Holders of Fourth Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the "Fourth Registration Statement"). The Company shall use best efforts to cause the Fourth Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Fourth Addendum Registrable Securities are sold and can be sold by all the Holders of Fourth Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 415144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Fourth Registration Statement with the SEC on or before the Fourth Addendum Required Filing Date, the Company shall issue to each Holder of Fourth Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Fourth Registration Warrant")), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Filing Date that the Fourth Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement was filed with the SEC and the denominator of which is thirty. If the Fourth Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the "Fourth Addendum Required Effective Date"), the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Effective Date that the Fourth Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to ---------------------- after the applicable Filing Deadline, file with tenth (10/th/) Business Day (as defined in the SEC a Registration Statement (Redemption and Exchange Agreement) following the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration date of the Registrable Securities, subject to the consent filing of the Investors, which consent shall not be unreasonably withheldAnnouncing Form 8-K (as defined in Section 4(f) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act Redemption and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofExchange Agreement) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i4(f) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included inRedemption and Exchange Agreement, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional twentieth (20/th/) Business Day following the date of such filing (the "Filing Deadline"), file with the SEC an additional the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the sum of (i) the Registrable Securities not already covered by an existing relating to the Common Shares, (ii) the product of (x) 1.25 and effective (y) the Registrable Securities relating to the Series B Preferred Shares and (iii) the Registrable Securities relating to the Series D Preferred Shares, in each case, as of the trading day immediately preceding the date the Registration Statement for an offering is initially filed with the SEC (as if the closing of the transactions contemplated by the Redemption and Exchange Agreement occurred on such date), subject to be made on a continuous basis pursuant adjustment as provided in Section 2(e). The Company shall use its best efforts to Rule 415have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 60 days after the Closing Date (as defined in the Redemption and Exchange Agreement) (the "Effectiveness Deadline").

Mandatory Registration. (ia) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement on or before May 7, 2002 (the “Mandatory Registration Statement”"Filing Deadline") a registration statement on Form S-3 (or, if --------------- Form S-3 is not then available, on such form of Registration Statement as registration statement that is then available to effect a Registration registration of the all Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale Investors holding at least a majority of the Registrable Securities, which Registration Statement, to ) for the extent allowable purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the rules and regulations promulgated account of, the Holders as selling stockholders thereunder (including Rule 416the "Registration Statement"), . The Company ---------------------- shall state that such use best efforts to cause the Registration Statement also covers to become effective as soon as possible after filing. The Company shall keep such indeterminate number registration statement effective at all times until the earlier of additional shares the date on which all the Registrable Securities (i) are sold and (ii) can be sold by all the Holders (and any affiliate of Common Stock as may become issuable upon exercise of or otherwise the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the Warrants preceding sentence is the "Registration Withdrawal Date". ---------------------------- (b) If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Warrant Shares Company shall issue to prevent dilution resulting from stock splitseach Holder an additional warrant (on the same terms and conditions as the Warrants, stock dividendsincluding the Exercise Price then in effect (a "Registration Warrant")), stock issuances or similar transactions. The to acquire that number of shares of Common Stock initially included in such Registration Statement shall be no less than equal -------------------- to ten percent (10%) of the aggregate number of Warrant Shares that are then shares of Common Stock issuable upon on exercise of or otherwise pursuant the Warrants issued to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionthat Holder. (iic) If for any reasonAt the end of each thirty (30) day period (or a portion thereof) after May 7, despite the Company’s use of its best efforts to include all of the Registrable Securities in 2002, that the Registration Statement has not been filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)with the SEC, the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepareissue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, andmultiplied by (ii) a fraction, as soon as practicable but in no event later than the Additional Filing Deadline, file numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement was filed with the SEC an additional and the denominator of which is thirty. (d) If the Registration Statement covering has not been declared effective by the resale SEC on or before June 21, 2002, the Company shall issue to each Holder a Registration Warrant to acquire that number of all Registrable Securities not already covered by an existing and effective shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (e) At the end of each thirty (30) day period (or a portion thereof), after June 21, 2002, that the Registration Statement for an offering has not been declared effective by the SEC, the Company shall issue to be made each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (ii) a continuous basis pursuant to Rule 415fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Mandatory Registration. Within twenty-one (i21) Following days following the Closing Dateissuance of the Series B Convertible Preferred Stock, the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC Securities and Exchange Commission ("Commission"), a Registration Statement registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Placement Agent in order to comply with the provisions of the Securities Act so as to permit a resale of the shares of Common Stock underlying the Series B Convertible Preferred Stock ("Registrable Shares") by the “Mandatory Registration Statement”holders ("Holders") for a consecutive period of two years or until the distribution described in the registration statement has been completed, whichever is shorter, provided that, for not more than thirty (30) consecutive Trading Days (or not more than sixty (60) consecutive Trading Days if the event giving rise thereto is an acquisition required to be reported in a Current Report on Form S-3 8-K pursuant to Item 2 thereof) or for a total of not more than ninety (or90) trading days in any twelve (12) month period, if Form S-3 the Company may delay the disclosure of material non-public information concerning the Company (as well as prospectus or registration statement updating) the disclosure of which at the time is not then availablenot, on such form of Registration Statement as is then available to effect a Registration in the good faith opinion of the Registrable SecuritiesCompany, subject to in the best interests of the Company (an "Allowed Delay"); provided, further, that the Company shall promptly (i) notify the undersigned in writing of the existence of (but in no event, without the prior written consent of the Investorsundersigned, which consent shall not be unreasonably withheld) covering the resale Company disclose to such undersigned any of the Registrable Securitiesfacts or circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise the undersigned in writing to cease all sales under such registration statement until the end of the Allowed Delay. The Company shall use its best efforts to cause the registration statement to become effective at the earliest possible time. In the event the registration statement for the shares of Common Stock underlying the Series B Convertible Preferred Stock is not effective by the date that is one hundred and twenty (120) days from the date of issuance of the Series B Convertible Preferred Stock, which Registration Statementthe Company shall issue shares of Common Stock ("Penalty Shares") to each Holder, for the consecutive thirty (30) day period following the one hundred and twenty (120) days, equal to the extent allowable under number obtained by multiplying three percent (3%) by the Securities Act Holder's initial subscription amount divided by the Initial Conversion Price (as defined in the Certificate of Designations) (such shares to be reduced pro rata for any period less than a full thirty (30) day period). In addition, for each consecutive thirty (30) day period beyond the initial one hundred and fifty (150) day period that the rules and regulations promulgated thereunder (including Rule 416)Registrable Shares are not the subject of an effective registration statement, shall state that such Registration Statement also covers such indeterminate number of the Company agrees to issue additional shares of Common Stock (also "Penalty Shares") to each Holder equal to the number obtained by multiplying five percent (5%) by the Holder's initial subscription amount divided by the Initial Conversion Price (such additional shares to be reduced pro rata for any period less than a full thirty (30) day period). In addition to the registration rights detailed above, within 270 days after the issuance of the Series B Convertible Preferred Stock, the Company shall prepare and file with the Commission a registration statement and such other documents, including a prospectus, as may become issuable upon exercise be necessary in the opinion of or otherwise pursuant both counsel for the Company and counsel for the Placement Agent in order to comply with the Warrants or provisions of the Warrant Shares Securities Act so as to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number permit a resale of any shares of Common Stock initially included issued to produce the Guaranteed Return specified in the Certificate of Designations and any Penalty Shares, such Registration Statement registration to be on the same terms as the Registrable Shares (except no Penalty Shares shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionissued). (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.