ICP Solar Technologies, Inc.: Exhibit 10.6 - Prepared by TNT Filings
   Inc.




  




Exhibit 10.6

REGISTRATION RIGHTS AGREEMENT 

          This
Registration Rights Agreement (this "Agreement"), dated as of June 13,
2008, by and between ICP Solar Technologies, Inc., a Nevada corporation (the
"Company"), and each buyer identified on the Schedule of Buyers attached
hereto (collectively, the “BUYERS” and each individually, the “BUYER”). 

WHEREAS: 

          A. In
connection with the Securities Purchase Agreement by and among the parties
hereto of even date herewith (the "Securities Purchase Agreement"), the
Company has agreed, upon the terms and subject to the conditions contained
therein, to issue and sell to the Buyer the following (as each capitalized term
not otherwise defined herein shall have the meaning ascribed to it in the
Securities Purchase Agreement): 

          (i)
Convertible debentures of the Company (the “Debentures”) issued pursuant
to the Securities Purchase Agreement, and 

          (ii)
Warrants in the amount described in the Securities Purchase Agreement, 

where the Debenture is convertible into shares of the Company's
common stock, par value $0.00001 per share (the "Common Stock"),
upon the terms and subject to the limitations and conditions set forth in the
Debenture and where each of the Warrants is exercisable into shares of the
Company's Common Stock, each upon the terms and conditions and subject to the
limitations and conditions set forth in the Warrants, all subject to the terms
and conditions of the Securities Purchase Agreement; and 

          B. To
induce the Buyer to execute and deliver the Securities Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the "1933 Act"), and applicable
state securities laws; 

         
NOW, THEREFORE, In consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Buyer hereby agree as follows: 

         
1. DEFINITIONS. 

                   
a. As used in this Agreement, the following terms shall have the following
meanings: 

         
“Additional Registration Statement” shall have the meaning
ascribed to it in Section 3(b) below. 

         
“Additional Registration Effectiveness Deadline” shall have the
meaning ascribed to it in Section 3(b) below. 

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“Additional Registration Filing Deadline” shall have the
meaning ascribed to it in Section 3(b) below. 

         
"Buyer" means the purchaser of Debentures and Warrants pursuant
to the Securities Purchase Agreement specified on the signature page hereof, and
any transferee or assignee who agrees to become bound by the provisions of this
Agreement in accordance with Section 10 hereof. 

         
"Cutback Shares" means any of the Target Registration Amount of
Registrable Securities not included in any of the Registration Statements
previously declared effective hereunder as a result of a limitation on the
maximum number of shares of Common Stock of the Company permitted to be
registered by the staff of the SEC pursuant to Rule 415. 

         
“Effective Date” shall mean the date that the initial
Registration Statement is first declared effective by the Commission. 

         
"Effectiveness Period" means, as to any Registration Statement
required to be filed pursuant to this Agreement, the period commencing on the
Effective Date of such Registration Statement and ending on the earliest to
occur of (a) the second (2nd) anniversary of such Effective Date
(provided that, if the Registrable Securities are not eligible for resale under
Rule 144 as of such second (2nd) anniversary, such period shall be
extended for up to three (3) additional years until the Registrable Securities
become eligible for resale under Rule 144), (b) such time as all of the
Registrable Securities covered by such Registration Statement have been publicly
sold by the Holders of the Registrable Securities included therein, or (iii)
such time as all of the Registrable Securities covered by such Registration
Statement may be sold by the Holders pursuant to Rule 144 as determined by the
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company's transfer agent and the affected
Holders. 

         
“Effectiveness Deadline,” (a) with respect to the Initial
Registration Statement, shall mean the ninetieth (90th) calendar day
after the date hereof and with respect to any Additional Registration Statements
which may be required pursuant to Section 3(b), the 90th calendar day following
the date on which an additional Registration Statement is required to be filed
hereunder; provided, however, that in the event the Company is notified by the
Commission that one or more of the above Registration Statements will not be
reviewed or is no longer subject to further review and comments, the
Effectiveness Deadline as to such Registration Statement shall be the fifth
Trading Day following the date on which the Company is so notified if such date
precedes the dates otherwise required above and (b) with respect to any
Additional Registration Statement, shall mean the Additional Registration
Effectiveness Deadline.

         
“Exclusion Period” shall have the meaning set forth in Section
3(p) below. 

         
“Filing Deadline” shall mean the Initial Registration Filing
Deadline, or any applicable Additional Registration Filing Deadline. 

         
“FINRA” shall mean the Financial Industry Regulatory Authority
(f/k/a the National Association of Securities Dealers, Inc.). 

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“Initial Registration Filing Deadline” shall mean, with respect
to the Initial Registration Statement required hereunder, July 15, 2008. 

         
“Initial Registration Minimum” means a number of Registrable
Securities equal to the lesser of (i) the total number of Registrable Securities
and (ii) the maximum number which would enable the Company to conduct such
offering in accordance with the provisions of Rule 415 as advised by the staff
of the Commission (the “Staff”) in a written comment letter or otherwise
(which number shall be no less than thirty percent (30%) of the number of issued
and outstanding shares of Common Stock that are held by non-affiliates of the
Company on the day immediately prior to the filing date of the Initial
Registration Statement, unless the Staff expressly requires otherwise). 

         
"Investor" means a Buyer or any transferee or assignee thereof to whom a
Buyer assigns its rights under this Agreement and who agrees to become bound by
the provisions of this Agreement in accordance with Section 10 hereof and any
transferee or assignee thereof to whom a transferee or assignee assigns its
rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section 10. 

         
“Prospectus” means the prospectus included in a Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated by the Commission pursuant to
the Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus. 

         
"Register," "Registered," and "Registration" refer to a
registration effected by preparing and filing a Registration Statement or
Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis ("Rule 415"), and the declaration or ordering of effectiveness of
such Registration Statement by the United States Securities and Exchange
Commission (the "Commission"). 

         
"Registrable Securities," for a given Registration, means
(a)any shares of Common Stock (the “Warrant Shares”) issued or issuable
upon exercise of or otherwise pursuant to the Warrant(s), and (b) any shares of
capital stock issued or issuable as a dividend on or in exchange for or
otherwise with respect to any of the foregoing, (c) any additional shares of
Common Stock issuable in connection with any anti-dilution provisions in the
Warrants (in each case, without giving effect to any limitations on exercise set
forth in the Warrant), and (d) any other shares of common stock issued pursuant
to the terms of the Securities Purchase Agreement, the Warrants, this
Registration Rights Agreement or any other Transaction Document (as defined in
the Securities Purchase Agreement), and (e) any securities issued or issuable
upon any stock split, dividend or other distribution, recapitalization or
similar event with respect to the foregoing. 

         
“Registration Failure Liquidated Damages” shall have the
meaning set forth in Section 4 below. 

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"Registration Statement(s)" means a registration statement(s)
of the Company under the 1933 Act. 

         
“Registration Trigger Date” shall have the meaning set forth in
Section 3(b) below. 

         
“Rule 424” means Rule 424 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same purpose and effect as such Rule. 

         
“SEC Guidance” means (i) the Securities Act, and (ii) any
publicly-available written or oral guidance, comments, requirements or requests
of the Commission staff. 

         
“SEC Share Reduction” shall have the meaning ascribed to it in
Section 2(a) below. 

         
“Securities” shall have the meaning ascribed to it in the
Securities Purchase Agreement. 

         
“Series A Warrant Shares” shall mean the Warrant Shares
issuable upon the exercise of the Series A Warrants. 

         
“Series B Warrant Shares” shall mean the Warrant Shares
issuable upon the exercise of the Series B Warrants. 

         
“Series C Warrant Shares” shall mean the Warrant Shares
issuable upon the exercise of the Series C Warrants. 

         
“Target Registration Amount” shall have the meaning set forth
in Section 2(a) below. 

         
“Target Registration Shortfall” shall have the meaning set
forth in Section 2(a) below. 

         
“Underlying Debenture Shares” means the shares of Common Stock
issuable upon conversion of the Debentures and payment of interest thereunder.


         
“Warrants” means the warrants issued by the Company pursuant to
the Securities Purchase Agreement in conjunction with the Debenture issued by
the Company. 

         
“Warrant Shares” means the shares of Common Stock issuable upon
exercise of the Warrants. 

                   
b. Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Securities Purchase Agreement. 

         
2. REGISTRATION. 

                   
a. MANDATORY REGISTRATION. Following the Closing of any
Debenture pursuant to the Securities Purchase Agreement, the Company shall
prepare, and, on or prior to the Initial Registration Filing Deadline (as
defined above) file with the Commission a Registration 

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Statement on Form S-1 (or, if Form S-1 is not then available,
on such form of Registration Statement as is then available to effect a
registration of the Registrable Securities, subject to the consent of the Buyer,
which consent will not be unreasonably withheld)(the “Initial Registration
Statement”) covering the resale of the Registrable Securities which
Registration Statement, to the extent allowable under the 1933 Act and the rules
and regulations promulgated thereunder (including Rule 416), shall state that
such Registration Statement also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon conversion of or otherwise
pursuant to the Debenture and exercise of or otherwise pursuant to the Warrants
to prevent dilution resulting from stock splits, stock dividends or similar
transactions and shall contain (unless otherwise directed by at least a
three-fourths (3/4) majority in interest of the 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 150% of the aggregate number of
Conversion Shares that are then issuable upon conversion of the Debenture or
otherwise pursuant to the Debenture (based on the Conversion Price [as defined
in the Debenture] then in effect) and assuming that all interest that accrues
for the entire term of the Debentures is payable in Common Stock, plus the
aggregate number of Warrant Shares that are then issuable upon exercise of or
otherwise pursuant to the Warrants, without regard to any limitation on the
Buyer's ability to convert the Debenture or exercise the Warrants (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 Debentures
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 

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represents a good faith estimate of the maximum number of
shares issuable upon conversion of the Debenture or otherwise pursuant to the
Debenture and 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 subject to the approval of) the Buyer and its counsel
prior to its filing or other submission.

                   
b. PIGGY-BACK REGISTRATIONS. If at any time prior to the
expiration of the Registration Period (as hereinafter defined) the Company shall
determine to file with the Commission a Registration Statement relating to an
offering for its own account or the account of others under the 1933 Act of any
of its equity securities (other than on Form S-4 or Form S-8 or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans), the Company shall
send to Buyer written notice of such determination and, if within fifteen (15)
days after the effective date of such notice, the Buyer shall so request in
writing, the Company shall include in such Registration Statement all or any
part of the Registrable Securities which are not then registered for resale
pursuant to a current and effective Registration Statement, and which the Buyer
requests to be registered, except that if, (i) inclusion of such shares would
result in the offering not being Rule 415 Eligible, or (ii) in connection with
any underwritten public offering for the account of the Company, the managing
underwriter(s) thereof shall impose a limitation on the number of shares of
Common Stock which may be included in the Registration Statement because, in
such underwriter(s)' judgment, marketing or other factors dictate such
limitation is necessary to facilitate public distribution, then the Company
shall be obligated to include in such Registration Statement only such limited
portion of the Registrable Securities with respect to which the Buyer has
requested inclusion hereunder (i) as would enable the offering to be Rule 415
Eligible or (ii) as the underwriter shall permit; 

         
PROVIDED, HOWEVER, that the Company shall not exclude any
Registrable Securities unless the Company has first excluded all outstanding
securities, the holders of which are not entitled by contract to inclusion of
such securities in such Registration Statement or are not entitled to pro rata
inclusion with the Registrable Securities; and 

         
PROVIDED, FURTHER, HOWEVER, that, after giving effect to the
immediately preceding proviso, any exclusion of Registrable Securities shall be
made pro rata with holders of other securities having the contractual right to
include such securities in the Registration Statement other than holders of
securities entitled to inclusion of their securities in such Registration
Statement by reason of demand registration rights. No right to registration of
Registrable Securities under this Section 2(b) shall be construed to limit any
registration required under Section 2(a) hereof. If an offering in connection
with which the Buyer is entitled to registration under this Section 2(d) is an
underwritten offering, then the Buyer shall, unless otherwise agreed by the
Company, offer and sell such Registrable Securities in an underwritten offering
using the same underwriter or underwriters and, subject to the provisions of
this Agreement, on the same terms and conditions as other shares of Common Stock
included in such underwritten offering. Notwithstanding anything to the contrary
set forth herein, the registration rights of the Buyer pursuant to this Section
2(b) shall only be available in the event the Company fails to timely file,
obtain effectiveness or maintain effectiveness of any Registration Statement to
be filed pursuant to Section 2(a) in accordance with the terms of this 

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Agreement and shall terminate and be of no further force and
effect once the Company satisfies its obligations under this Agreement. 

         
3. OBLIGATIONS OF THE COMPANY. In connection with the
registration of the Registrable Securities, the Company shall have the following
obligations: 

                   
a. The Company shall prepare promptly, and file with the Commission as soon as
practicable after the date of the Closing under the Securities Purchase
Agreement (the "CLOSING DATE") (but no later than the Filing Deadline),
Registration Statements with respect to the number of Registrable Securities
provided in Section 2(a), and thereafter use its best efforts to cause each such
Registration Statement relating to Registrable Securities to become effective as
soon as possible after such filing, but in any event shall cause each such
Registration Statement relating to Registrable Securities to become effective no
later than the Effectiveness Deadline, and shall keep the Registration Statement
current and 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 for such
Registration Statement have been sold and (ii) the date on which all of the
Registrable Securities for such Registration Statement (in the opinion of
counsel to the Buyer) may be immediately sold to the public without registration
or restriction (including without limitation as to volume by each holder
thereof) under the 1933 Act (the "REGISTRATION PERIOD"), which Registration
Statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to
make the statements therein not misleading. 

                   
b. The Company shall prepare and file with the Commission such amendments
(including post-effective amendments) and supplements to each Registration
Statements and the prospectus used in connection with the Registration
Statements as may be necessary to keep the Registration Statements current and
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by the Registration Statements
until such time as all of such Registrable Securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in the Registration Statements. In the event of a Target
Registration Shortfall (the date of each of which is referred to as a
“Registration Trigger Date”), or in the event that on any Trading Day (as
defined in the Debenture) (each such Trading Day is also referred to as a
"Registration Trigger Date") the number of shares available under a
Registration Statement filed pursuant to this Agreement is otherwise
insufficient to cover all of the Registrable Securities issued or issuable upon
conversion of the Debenture or otherwise pursuant to the Debenture (based on the
Conversion Price [as defined in the Debenture] then in effect), exercise of or
otherwise pursuant to the Warrants (based on the Exercise Price [as defined in
the Warrants] then in effect), and otherwise issuable pursuant to the
Transaction Documents, in each case without giving effect to any limitations on
the Buyer' ability to convert the Debenture, exercise the Warrants or otherwise
receive shares of Common Stock pursuant to the Transaction Documents, the
Company shall amend the Registration Statement, or file a new Registration
Statement (on the short form available therefore, if applicable), or both (each,
an “Additional Registration Statement”), so as to cover at least 150% of
the total number of Registrable Securities so issued or issuable (based on the
Conversion Prices of the Debenture, the Exercise Prices of the Warrants, and
other relevant factors on which the Company reasonably elects to rely, and
without giving effect to any limitations on 

7




conversion contained in the Debenture, limitations on exercise
contained in the Warrants or limitations on conversion or exercise or other
payment of shares contained in the Securities Purchase Agreement) as of the
Registration Trigger Date (subject to an SEC Share Reduction, if applicable).
The Company shall prepare and file each Additional Registration Statement as
soon as practicable following any Registration Trigger Date, but not later than
the date that is sixty (60) days following the applicable Registration Trigger
Date (the “Additional Registration Filing Deadline”) provided that, if
Cutback Shares are required to be included in the Additional Registration
Statement, the “Additional Registration Filing Deadline” shall mean the
later of (i) the date that is sixty (60) days after the date substantially all
(as such term is then interpreted by the Commission) of the Registrable
Securities registered under the immediately preceding Registration Statement are
sold and (ii) the date that is six (6) months following the date of
effectiveness of the most recently effective Registration Statement or
Additional Registration Statement filed hereunder. The Company shall use its
best efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable following the filing thereof, but in any event
the Company shall cause such amendment and/or new Registration Statement to
become effective within one hundred eighty (180) days of the Registration
Trigger Date (the “Additional Registration Effectiveness Deadline”) or as
promptly as practicable in the event the Company is required to increase its
authorized shares.

                   
c. The Company shall furnish to the Buyer and its legal counsel (i) promptly
after the same is prepared and publicly distributed, filed with the Commission,
or received by the Company, one copy of each Registration Statement and any
amendment thereto, each preliminary prospectus and prospectus and each amendment
or supplement thereto, and, in the case of the Registration Statement referred
to in Section 2(a), each letter written by or on behalf of the Company to the
Commission or the staff of the Commission, and each item of correspondence from
the Commission or the staff of the Commission, in each case relating to such
Registration Statement (other than any portion of any thereof which contains
information for which the Company has sought confidential treatment), and (ii)
such number of copies of a prospectus, including a preliminary prospectus, and
all amendments and supplements thereto and such other documents as the Buyer may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by the Buyer. The Company will immediately notify the Buyer in
writing of the effectiveness of each Registration Statement or any
post-effective amendment. The Company will promptly respond to any and all
comments received from the Commission, with a view towards causing each
Registration Statement or any amendment thereto to be declared effective by the
Commission as soon as practicable and shall file an acceleration request as soon
as practicable, but no later than five (5) business days (the "Acceleration
Request Deadline") following the resolution or clearance of all Commission
comments or, if applicable, following notification by the Commission that any
such Registration Statement or any amendment thereto will not be subject to
review. 

                   
d. The Company shall use reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statements under such other
securities or "blue sky" laws of such jurisdictions in the United States as the
Buyer shall reasonably request, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations 

8




and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions;


                   
e. As promptly as practicable after becoming aware of such event, the Company
shall notify the Buyer of the happening of any event, of which the Company has
knowledge, as a result of which the prospectus included in any Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and use its best efforts promptly to
prepare a supplement or amendment to any Registration Statement to correct such
untrue statement or omission, and deliver such number of copies of such
supplement or amendment to the Buyer as the Buyer may reasonably request;
provided that, for not more than twenty (20) consecutive days (or a total of not
more than sixty (60) days in any twelve (12) month period), 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, in the good faith opinion of the Company, in the best
interests of the Company (an "Allowed Delay"); provided, further, that
the Company shall promptly (i) notify the Buyer in writing of the existence of
(but in no event, without the prior written consent of the Buyer, shall the
Company disclose to the Buyer any of the facts or circumstances regarding)
material non-public information giving rise to an Allowed Delay and (ii) advise
the Buyer in writing to cease all sales under such Registration Statement until
the end of the Allowed Delay, provided the above actions are consistent with the
requirements of the 1933 Act and/or 1934 Act or other applicable law. Upon
expiration of the Allowed Delay, the Company shall again be bound by the first
sentence of this Section 3(e) with respect to the information giving rise
thereto. Nothing herein relieves the obligations set forth in the Debenture or
the Warrants relative to Registration Failure Liquidated Damages or
payments of the Default Amount pursuant to Events of Default.

                   
f. The Company shall use its best efforts to prevent the issuance of any stop
order or other suspension of effectiveness of any Registration Statement, and,
if such an order is issued, to obtain the withdrawal of such order at the
earliest possible moment and to notify the Buyer who holds Registrable
Securities being sold (or, in the event of an underwritten offering, the
managing underwriters) of the issuance of such order and the resolution thereof.


                   
g. The Company shall permit a single firm of counsel designated by the Buyer to
review such Registration Statement and all amendments and supplements thereto
(as well as all requests for acceleration or effectiveness thereof), at Buyer’s
own cost, a reasonable period of time prior to their filing with the Commission
(not less than three (3) business days but not more than ten (10) business days)
and not file any document in a form to which such counsel reasonably objects and
will not request acceleration of such Registration Statement without prior
notice to such counsel.

                   
h. The Company shall hold in confidence and not make any disclosure of
information concerning the Buyer provided to the Company unless (i) disclosure
of such information is necessary to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other order from a court
or governmental body of competent jurisdiction, or (iv) such information has
been made generally available to the public other than by disclosure in
violation of this or any other agreement. The Company agrees that it 

9




shall, upon learning that disclosure of such information
concerning the Buyer is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Buyer
prior to making such disclosure, and allow the Buyer, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information. 

                   
i. If the Company becomes eligible for listing on a national securities
exchange, the Company shall use its best efforts to (i) cause all the
Registrable Securities covered by the Registration Statement to be listed on
each national securities exchange on which securities of the same class or
series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange, or
(ii) to the extent the securities of the same class or series are not then
listed on a national securities exchange, secure the designation and quotation,
of all the Registrable Securities covered by the Registration Statement on the
Nasdaq Global Select Market or, if not eligible for the or the Nasdaq Global
Select Market on the Nasdaq Global Market or, if not eligible for the Nasdaq
Global Market, on the Over the Counter electronic bulletin board and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register with FINRA as such with respect to such Registrable
Securities.

                   
j. The Company shall provide a transfer agent and registrar, which may be a
single entity, for the Registrable Securities not later than the effective date
of the Registration Statement. 

                   
k. The Company shall cooperate with the Buyer who holds Registrable Securities
being offered and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing Registrable Securities to be offered pursuant
to such Registration Statement and enable such certificates to be in such
denominations or amounts, as the case may be, as the managing underwriter or
underwriters, if any, or the Buyer may reasonably request and registered in such
names as the managing underwriter or underwriters, if any, or the Buyer may
request, and, within five (5) business days after a Registration Statement which
includes Registrable Securities is ordered effective by the Commission, the
Company shall deliver, and shall cause legal counsel selected by the Company to
deliver, to the transfer agent for the Registrable Securities (with copies to
the Buyer) an appropriate instruction and an opinion of such counsel in the form
required by the transfer agent in order to issue the Registrable Securities free
of restrictive legends. 

                   
l. At the request of the holders of a three-fourths (3/4) majority-in-interest
of the Registrable Securities, the Company shall prepare and file with the
Commission such amendments (including post-effective amendments) and supplements
to a Registration Statement and any prospectus used in connection with the
Registration Statement as may be necessary in order to change the plan of
distribution set forth in such Registration Statement, provided that if such
change is not legally necessary in order for the Buyers to timely sell their
Registrable Securities, the Company shall not be required to effect such
amendments if they will impose any additional requirements, including costs, on
the Company. 

                   
m. The Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by the Buyer of Registrable Securities pursuant to a
Registration Statement. 

10




                   
n. The Company shall comply with all applicable laws related to a Registration
Statement and offering and sale of securities and all applicable rules and
regulations of governmental authorities in connection therewith (including
without limitation the 1933 Act and the 1934 Act and the rules and regulations
promulgated by the Commission). 

                   
o. Further Registration Statements. Except for a registration statement
filed on behalf of the Buyer pursuant to Section 2 or Section 3 of this
Agreement, and except for an underwritten public offering, the Company will not
file any registration statements or amend (in such a manner as to increase the
number of shares registered) any already filed registration statement with the
Commission or with state regulatory authorities without the consent of the Buyer
until the expiration of the "Exclusion Period," which shall be defined as
the sooner of (i) the date that the Registration Statement shall have been
current and available for use in connection with the resale of the Registrable
Securities for a period of 180 days, or (ii) until all the Shares and Warrant
Shares have been resold or transferred by the Subscribers pursuant to the
Registration Statement or are eligible for immediate unrestricted resale
pursuant to Rule 144, without volume limitations. The Exclusion Period will be
tolled during the pendency of an Event of Default as defined in the Debenture or
an Event of Default as defined in the Warrants.

                   
p. NASD Rule 2710 Filing; Broker Compensation. The Company shall effect a
filing with respect to the public offering contemplated by the Registration
Statement (an “Issuer Filing”) with FINRA pursuant to NASD Rule
2710within one Trading Day of the date that the Registration Statement is first
filed with the Commission and pay the filing fee required by such Issuer Filing.
The Company shall use commercially reasonable efforts to pursue the Issuer
Filing until the NASD issues a letter confirming that it does not object to the
terms of the offering contemplated by the Registration Statement.

                   
q. NO PIGGYBACK ON REGISTRATIONS. Except for legally required amendments
or supplements to the existing registration statement specified in Schedule
3(dd) to the Securities Purchase Agreement, neither the Company nor any of
its security holders (other than the Holders in such capacity pursuant hereto)
may include securities of the Company in a Registration Statement (including but
not limited to any Registration Statement under Section 2(a) hereof or any
amendment or supplement thereto under Section 3(b) hereof) other than the
Registrable Securities, and the Company shall not during the Effectiveness
Period enter into any agreement providing any such right to any of its security
holders. In addition, the Company shall not offer any securities for its own
account or the account of others in any Registration Statement under Section
2(a) hereof or any amendment or supplement thereto under Section 3(b) hereof
without the consent of the holders of a three-fourths (3/4) majority-in-interest
of the Registrable Securities.

         
4. REGISTRATION FAILURE. If:

    
                   
(i) in the aggregate among all Holders on a pro-rata basis based on their
purchase of the Securities pursuant to the Securities Purchase Agreement, a
Registration Statement registering for resale all of the Initial Registration
Minimum is not declared effective by the Commission by the Effectiveness
Deadline of the Initial Registration, or

11




                         (ii)
the Company files the Initial Registration Statement without affording the
Holders the opportunity to review and comment on the same as required by Section
3(g) herein, or

                         (iii)
the Company fails to file with the Commission a request for acceleration of a
Registration Statement in accordance with Rule 461 promulgated by the Commission
pursuant to the Securities Act, within five Trading Days of the date that the
Company is notified (orally or in writing, whichever is earlier) by the
Commission that such Registration Statement will not be “reviewed” or will not
be subject to further review, or

                         (iv)
prior to the effective date of a Registration Statement, the Company fails to
file a pre-effective amendment and otherwise respond in writing to comments made
by the Commission in respect of such Registration Statement within 10 Trading
Days after the receipt of comments by or notice from the Commission that such
amendment is required in order for such Registration Statement to be declared
effective, or

                         (v)
after the effective date of a Registration Statement, such Registration
Statement ceases for any reason to remain continuously effective as to all
Registrable Securities included in such Registration Statement, or the Holders
are otherwise not permitted to utilize the Prospectus therein to resell such
Registrable Securities, for more than 10 consecutive calendar days or more than
an aggregate of 15 calendar days (which need not be consecutive calendar days)
during any 12-month period, or 

                         (vi)
any Additional Registration Statement required to be filed hereunder is not
filed by the applicable Additional Registration Filing Deadline or it is not
declared effective by the applicable Additional Registration Effectiveness
Deadline (any such failure or breach being referred to as a “Registration
Failure”, and for purposes of clause (i) or (ii), the date on which such
Registration Failure occurs, and for purpose of clause (iii) the date on which
such five Trading Day period is exceeded, and for purpose of clause (iv) the
date which such 10 calendar day period is exceeded, and for purpose of clause
(v) the date on which such 10 or 15 calendar day period, as applicable, is
exceeded being referred to as a “Registration Failure Date”), then, in
addition to any other rights the Holders may have hereunder or under applicable
law, on each such Registration Failure Date and on each monthly anniversary of
each such Registration Failure Date (if the applicable Registration Failure
shall not have been cured by such date) until the applicable Registration
Failure is cured, the Company shall pay to each Holder an amount
(“Registration Failure Liquidated Damages”) in cash, as liquidated
damages and not as a penalty, equal to 2% of the aggregate purchase price paid
by such Holder pursuant to the Purchase Agreement for any unregistered
Registrable Securities then held by such Holder. The parties agree that (1) the
Company shall not be liable for liquidated damages under this Agreement with
respect to any Warrants or Warrant Shares, provided that such Warrants are
exerciseable in a cashless exercise and the underlying Warrant Shares are
eligible for sale under Rule 144 following a cashless exercise, and (2) no
Registration Failure Liquidated Damages shall accrue with respect to the
Debentures during any time that the underlying Conversion Shares are eligible
for sale under Rule 144.

                         (vii)
Notwithstanding (i) – (vi) above, the Company shall not be liable for
Registration Failure Liquidated Damages if (1) the Company makes all filings as
and when required by this Agreement, (2) the Company responds to any comments
from the SEC regarding a 

12




Registration Statement within ten (10) days of the date of
receipt of such comments, and (3) uses its best efforts to have the subject
Registration Statement declared effective for the number of shares required
hereunder as quickly as reasonably possible. Registration Failure Liquidated
Damages shall be due and payable by the fifth (5th) day of the
calendar month in which they accrue. If the Company fails to pay any liquidated
damages pursuant to this Section in full within five (5) days after the date
payable, the Company will pay interest thereon at a rate of 18% per annum (or
such lesser maximum amount that is permitted to be paid by applicable law) to
the Holder, accruing daily from the date such liquidated damages are due until
such amounts, plus all such interest thereon, are paid in full. The liquidated
damages pursuant to the terms hereof shall apply on a daily pro rata basis for
any portion of a month prior to the cure of a Registration Failure. 

         
5. OBLIGATIONS OF THE BUYER. In connection with the
registration of the Registrable Securities, the Buyer shall have the following
obligations: 

                   
a. It shall be a condition precedent to the obligations of the Company to
complete the registration pursuant to this Agreement with respect to the
Registrable Securities of the Buyer that the Buyer shall furnish to the Company
such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request. At least three (3) business days prior to the
first anticipated filing date of the Registration Statement, the Company shall
notify the Buyer of the information the Company requires from each Buyer. 

                   
b. The Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of the Registration Statements hereunder, unless
the Buyer has notified the Company in writing of the Buyer's election to exclude
all of the Buyer's Registrable Securities from the Registration Statements. 

                   
c. In the event of an underwritten offering pursuant to Section 2(b) in which
any Registrable Securities are to be included, the Buyer agrees to enter into
and perform the Buyer's obligations under an underwriting agreement, in usual
and customary form, including, without limitation, customary indemnification and
contribution obligations, with the managing underwriter of such offering and
take such other actions as are reasonably required in order to expedite or
facilitate the disposition of the Registrable Securities, unless the Buyer has
notified the Company in writing of the Buyer's election to exclude all of the
Buyer's Registrable Securities from such Registration Statement. 

                   
d. The Buyer agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(e) or 3(f), the Buyer
will immediately discontinue disposition of Registrable Securities pursuant to
the Registration Statement covering such Registrable Securities until the
Buyer's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(e) or 3(f) and, if so directed by the Company, the
Buyer shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a certificate of destruction) all copies in the
Buyer's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. 

13




                   
e. No Buyer may participate in any underwritten registration hereunder unless
the Buyer (i) agrees to sell the Buyer's Registrable Securities on the basis
provided in any underwriting arrangements in usual and customary form entered
into by the Company, (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements, and (iii) agrees to
pay its pro rata share of all underwriting discounts and commissions and any
expenses in excess of those payable by the Company pursuant to Section 5 below.


                   
f. Each Holder agrees to furnish to the Company a completed questionnaire in the
form attached to this Agreement as Annex B (a “Selling Shareholder
Questionnaire”) by the end of the third (3rd) Trading Day
following the date on which such Holder receives draft materials in accordance
with this Section.

         
6. EXPENSES OF REGISTRATION. All reasonable expenses, other
than underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualification fees,
printers and accounting fees, the fees and disbursements of counsel for the
Company shall be borne by the Company. 

         
7. INDEMNIFICATION. In the event any Registrable Securities are
included in a Registration Statement under this Agreement: 

                   
a. To the extent permitted by law, the Company will indemnify, hold harmless and
defend (i) the Buyer, (ii) the directors, officers, partners, managers, members,
employees, agents and each person who controls any Buyer within the meaning of
the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934
Act"), if any, (iii) any underwriter (as defined in the 1933 Act) for the
Buyer in connection with an underwritten offering pursuant to Section 2(b)
hereof, and (iv) the directors, officers, partners, employees and each person
who controls any such underwriter within the meaning of the 1933 Act or the 1934
Act, if any (each, an "Indemnified Person"), against any joint or several
losses, claims, damages, liabilities or expenses (collectively, together with
actions, proceedings or inquiries by any regulatory or self-regulatory
organization, whether commenced or threatened, in respect thereof,
"Claims") to which any of them may become subject insofar as such Claims
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or the omission or
alleged omission to state therein a material fact required to be stated or
necessary to make the statements therein not misleading; (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the
Commission) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not misleading; or
(iii) any violation or alleged violation by the Company of the 1933 Act, the
1934 Act, any other law, including, without limitation, any state securities
law, or any rule or regulation thereunder relating to the offer or sale of the
Registrable Securities (the matters in the foregoing clauses (i) through (iii)
being, collectively, "Violations"). The Company shall reimburse the
Indemnified Person, promptly as such 

14




expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 7(a): (i) shall not apply to a Claim arising out of or
based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by any Indemnified Person or
underwriter for such Indemnified Person expressly for use in connection with the
preparation of such Registration Statement or any such amendment thereof or
supplement thereto; (ii) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the
Company, which consent shall not be unreasonably withheld; and (iii) with
respect to any preliminary prospectus, shall not inure to the benefit of any
Indemnified Person if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected on a timely basis in the
prospectus, as then amended or supplemented, such corrected prospectus was
timely made available by the Company pursuant to Section 3(c) hereof, and the
Indemnified Person was promptly advised in writing not to use the incorrect
prospectus prior to the use giving rise to a Violation and such Indemnified
Person, notwithstanding such advice, used it. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Buyer pursuant to Section 10.

                   
b. Promptly after receipt by an Indemnified Person under this Section 7 of
notice of the commencement of any action (including any governmental action),
such Indemnified Person shall, if Claim in respect thereof is to be made against
any the Company under this Section 7, deliver to the Company a written notice of
the commencement thereof, and the Company shall have the right to participate
in, and, to the extent the Company so desires, to assume control of the defense
thereof with counsel mutually satisfactory to the Company and the Indemnified
Person, as the case may be.

         
PROVIDED, HOWEVER, that an Indemnified Person shall have the
right to retain its own counsel with the fees and expenses to be paid by the
Company, if, in the reasonable opinion of counsel retained by the Company, the
representation by such counsel of the Indemnified Person and the Company would
be inappropriate due to actual or potential differing interests between such
Indemnified Person and any other party represented by such counsel in such
proceeding. The Company shall pay for only one separate legal counsel for the
Indemnified Persons, and such legal counsel shall be selected by Buyer and shall
be reasonably acceptable to the Company, if the Buyer is entitled to
indemnification hereunder. The failure to deliver written notice to the Company
within a reasonable time of the commencement of any such action shall not
relieve the Company of any liability to the Indemnified Person under this
Section 6, except to the extent that the Company is actually prejudiced in its
ability to defend such action. The indemnification required by this Section 7
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as such expense, loss, damage or liability is
incurred and is due and payable. 

                   
c. To the extent permitted by law, but in an aggregate amount not to exceed the
Buyer’s Subscription Amount (as defined in the Securities Purchase Agreement)
the Buyer will indemnify, hold harmless and defend (i) the Company, and (ii) the
directors, officers, partners, managers, members, employees, or agents of the
Company, if any (each, a "Company Indemnified Person"), against any joint
or several losses, claims, damages, liabilities or expenses (collectively,
together with actions, proceedings or inquiries by any regulatory or
self-regulatory organization, whether 

15




commenced or threatened, in respect thereof, "Claims")
to which any of them may become subject insofar as such Claims arise out of or
are based upon a Claim arising out of or based upon any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities, which occurs due to the inclusion by the Company in a Registration
Statement of false or misleading information about the Buyer, where such
information was furnished in writing to the Company by the Buyer for the purpose
of inclusion in such Registration Statement. 

         
8. CONTRIBUTION. To the extent any indemnification by the
Company is prohibited or limited by law, the Company agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 7 to the fullest extent permitted by law, based upon a comparative
fault standard.

         
9. REPORTS UNDER THE 1934 ACT. With a view to making available
to the Buyer the benefits of Rule 144 promulgated under the 1933 Act or any
other similar rule or regulation of the Commission that may at any time permit
the Buyer to sell securities of the Company to the public without registration
("Rule 144"), the Company agrees to: 

                   
a. make and keep public information available, as those terms are understood and
defined in Rule 144; 

                   
b. file with the Commission in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act so long as the
Company remains subject to such requirements (it being understood that nothing
herein shall limit the Company's obligations under Section 4(c) of the
Securities Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144; and 

                   
c. furnish to the Buyer so long as the Buyer owns Registrable Securities,
promptly upon written request, (i) a written statement by the Company that it
has complied with the reporting requirements of Rule 144, the 1933 Act and the
1934 Act, (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the Buyers to
sell such securities pursuant to Rule 144 without registration. 

         
10. ASSIGNMENT OF REGISTRATION RIGHTS. The rights under this
Agreement shall be automatically assignable by the Buyers to any transferee of
all or any portion of Registrable Securities if: (i) the Buyer agrees in writing
with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such
assignment, (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned, (iii) following such
transfer or assignment, the further disposition of such securities by the
transferee or assignee is restricted under the 1933 Act and applicable state
securities laws, (iv) at or before the time the Company receives the written
notice contemplated by clause (ii) of this sentence, the transferee or assignee
agrees in writing with the Company to be bound by all of the provisions 

16




contained herein, and (v) such transfer shall have been made in
accordance with the applicable requirements of the Securities Purchase
Agreement. In the event that the Buyer transfers all or any portion of its
Registrable Securities pursuant to this Section, the Company shall have at least
ten (10) days to file any amendments or supplements necessary to keep the
Registration Statement current and effective pursuant to Rule 415, and the
commencement date of any Event of Default under the Debenture or the Warrants
caused thereby will be extended by ten (10) days. 

         
11. AMENDMENT OF REGISTRATION RIGHTS. Provisions of this
Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with written consent of the Company, and Buyers who hold a
three-fourths (3/4) majority interest of the Registrable Securities. Any
amendment or waiver effected in accordance with this Section 10 shall be binding
upon the Buyer and the Company. 

         
12. MISCELLANEOUS.

                   
a. A person or entity is deemed to be a holder of Registrable Securities
whenever such person or entity owns of record such Registrable Securities. If
the Company receives conflicting instructions, notices or elections from two or
more persons or entities with respect to the same Registrable Securities, the
Company shall act upon the basis of instructions, notice or election received
from the registered owner of such Registrable Securities. 

                   
b. Any notices required or permitted to be given under the terms hereof shall be
sent by certified or registered mail (return receipt requested) or delivered
personally or by courier (including a recognized overnight delivery service) or
by facsimile and shall be effective five days after being placed in the mail, if
mailed by regular United States mail, or upon receipt, if delivered personally
or by courier (including a recognized overnight delivery service) or by
facsimile, in each case addressed to a party. The addresses for such
communications shall be: 

If to the Company: To the address set
forth immediately below such 
Company’s name on the signature pages hereto.


With copy to: 

Josef B. Volman 
Burns &
Levinson LLP 
125 Summer Street 
Boston, Ma. 02110 
Telephone:
617-345-3895 
Fax: 617-345-3299 

          If to a
Buyer: To the address set forth immediately below such Buyer's name on the
signature pages hereto. 

Each party shall provide notice to the other party of any
change in address. 

17




                   
c. Failure of any party to exercise any right or remedy under this Agreement or
otherwise, or delay by a party in exercising such right or remedy, shall not
operate as a waiver thereof. 

                   
d. Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement (whether brought
against a party hereto or its respective affiliates, directors, officers,
shareholders, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or is an inconvenient venue for such
proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other
manner permitted by law. The parties hereby waive all rights to a trial by jury.
If either party shall commence an action or proceeding to enforce any provisions
of the this Agreement, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding. 

                   
e. This Agreement and the Securities Purchase Agreement (including all schedules
and exhibits thereto) constitute the entire agreement among the parties hereto
with respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement and the Securities Purchase
Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof. 

                   
f. Subject to the requirements of Section 10 hereof, this Agreement shall inure
to the benefit of and be binding upon the successors and assigns of each of the
parties hereto. 

                   
g. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof. 

                   
h. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
agreement. This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement. 

18




                   
i. Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


                   
j. Except as otherwise provided herein, all consents and other determinations to
be made by the Buyer pursuant to this Agreement shall be made by Buyers holding
a three-fourths (3/4) majority of the Registrable Securities, determined as if
the all of the Debenture and Warrants then outstanding have been converted or
exercised into for Registrable Securities. 

                   
k. The Company acknowledges that a breach by it of its obligations hereunder
could cause irreparable harm to the Buyer by vitiating the intent and purpose of
the transactions contemplated hereby. Accordingly, the Company acknowledges that
the remedy at law for breach of its obligations hereunder could be inadequate
and agrees, in the event of a breach or threatened breach by the Company of any
of the provisions hereunder, that the Buyer could be entitled, in addition to
all other available remedies in law or in equity, to seek an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to seek to enforce specifically the terms and provisions hereof, without the
necessity of showing economic loss and without any bond or other security being
required. 

                   
l. The language used in this Agreement will be deemed to be the language chosen
by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party. 

                   
m. In the event that any provision of this Agreement is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof. 

                   
n. The initial number of Registrable Securities included in any Registration
Statement and each increase to the number of Registrable Securities included
therein shall be allocated pro rata among the Buyers based on the number of
Registrable Securities held by the Buyer at the time of such establishment or
increase, as the case may be. In the event a Buyer shall sell or otherwise
transfer any of such holder's Registrable Securities, each transferee shall be
allocated a pro rata portion of the number of Registrable Securities included in
a Registration Statement for such transferor. Any shares of Common Stock
included in a Registration Statement and which remain allocated to any person or
entity which does not hold any Registrable Securities shall be allocated to the
remaining Buyers, pro rata based on the number of shares of Registrable
Securities then held by the Buyers. For the avoidance of doubt, the number of
Registrable Securities held by a Buyer shall be determined as if all the
Debenture and Warrants then outstanding and held by a Buyer were converted into
or exercised for Registrable Securities, without regard to any limitation on the
Buyer's ability to convert the Debenture or exercise the Warrants. 

19




                   
o. There shall be no oral modifications or amendments to this Agreement. This
Agreement may be modified or amended only in writing.

[INTENTIONALLY LEFT BLANK] 

          IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this
Agreement to be duly executed as of the 13th day of June, 2008. 


	COMPANY: 	BUYER: 
	ICP SOLAR TECHNOLOGIES, INC. 	BRIDGEPOINTE MASTER FUND 
	  	LTD. 
	 
    	  
	 
    	  
	By:      
      ___________________________________________	By:      
      ___________________________________________
	Sass Peress, President, CEO & Chairman 	           
       Eric S. Swartz, Director 
	 
    	  
	 
    	  
	ADDRESS: 	ADDRESS: 
	 
    	  
	7075 Place Robert-Joncas, Unit 131, 	1120 Sanctuary Parkway 
	Montreal H4M272 	Suite 325 
	Phone: 514-270-5770 	Alpharetta, GA 30004 
	  	Phone: 770-640-8130 
	Fax: 514-270-3677 	Facsimile: 770-777-5844 



20




SCHEDULE OF BUYERS

	  	 	  	 	Legal Representative’s 
	  	 	Address and 	 	Address and 
	Buyer 	 	Facsimile Number 	 	Facsimile Number 
	  	 	  	 	  
	  	 	  	 	  
	BridgePointe Master Fund Ltd. 	 	1120 Sanctuary Parkway 	 	P. Bradford Hathorn, Esq. 
	  	 	Suite 325 	 	Roswell Capital Partners, LLC 
	  	 	Alpharetta, GA 30004 	 	1120 Sanctuary Parkway, Suite 325 
	  	 	Phone: 770-640-8130 	 	Alpharetta, GA 30004 
	  	 	Facsimile: 770-777-5844 	 	Phone: 770-640-8130 
	  	 	  	 	Facsimile: 770-777-5844 
	Gemini Master Fund, Ltd. 	 	c/o Gemini Strategies, LLC 	 	  
	  	 	135 Liverpool Drive, Suite C 	 	None. 
	  	 	Cardiff CA 92007 	 	  
	  	 	Phone: 858-480-2828 	 	  
	  	 	Facsimile: 858-509-8808 	 	  
	  	 	  	 	  
	  	 	  	 	  
	Platinum Long Term Growth 	 	152 West 57th Street 	 	Shane W. McCormack 
	VI, LLC 	 	4th Floor 	 	Burak Anderson & Melloni, PLC 
	  	 	New York, NY 10019 	 	30 Main Street, P.O. Box 787 
	Investment Amount: 	 	Phone: 212-581-0500 	 	Burlington, VT 05402-0787 
	  	 	Facsimile: 212-582-2222 	 	Phone: 802-862-0500 
	$1,000,000 	 	  	 	Facsimile: 802-862-8176 


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Annex A 

Plan of Distribution 

Each Selling Stockholder (the “Selling Stockholders”) of the
common stock and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their shares of common stock on the
OTC Bulletin Board or any other stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. A Selling Stockholder may use any one or more of the
following methods when selling
shares: 
          •
ordinary brokerage transactions and transactions in which the broker dealer
solicits
purchasers; 
          •
block trades in which the broker dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; 
         
• purchases by a broker dealer as principal and resale by the broker dealer for
its account; 
          •
an exchange distribution in accordance with the rules of the applicable
exchange; 
          •
privately negotiated
transactions; 
          •
settlement of short sales entered into after the effective date of the
registration statement of which this prospectus is a
part; 
          • broker
dealers may agree with the Selling Stockholders to sell a specified number of
such shares at a stipulated price per
share; 
          • through
the writing or settlement of options or other hedging transactions, whether
through an options exchange or
otherwise; 
          • a
combination of any such methods of sale;
or 
          • any other
method permitted pursuant to applicable law. 

          The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), if available, rather than under
this prospectus. 

          Broker
dealers engaged by the Selling Stockholders may arrange for other brokers
dealers to participate in sales. Broker dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be negotiated,
but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in
compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

          In
connection with the sale of the common stock or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume. The Selling
Stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of 

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shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction). 

          The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Each Selling Stockholder has informed the
Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock. In no
event shall any broker-dealer receive fees, commissions and markups which, in
the aggregate, would exceed eight percent (8%). 

          The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares. The Company has agreed to indemnify
the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

          Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the
proposed sale of the resale shares by the Selling Stockholders. 

          We
agreed to keep this prospectus effective until the earlier of (i) the date on
which the shares may be resold by the Selling Stockholders without registration
and without regard to any volume limitations by reason of Rule 144 under the
Securities Act or any other rule of similar effect or (ii) all of the shares
have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect. The resale shares will be sold only through
registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale shares may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with. 

          Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the resale shares may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act). 

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Annex B 
ICP SOLAR TECHNOLOGIES, INC. 
Selling
Securityholder Notice and Questionnaire 

The undersigned beneficial owner of common stock (the
“Registrable Securities”) of ICP SOLAR TECHNOLIGES, INC., a Nevada
corporation (the “Company”), understands that the Company has filed or intends
to file with the Securities and Exchange Commission (the “Commission”) a
registration statement (the “Registration Statement”) for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities, in accordance with the terms of the
Registration Rights Agreement (the “Registration Rights Agreement”) to which
this document is annexed. A copy of the Registration Rights Agreement is
available from the Company upon request at the address set forth below. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement. 

          Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus. Accordingly, holders and
beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Registration Statement and the related
prospectus. 

NOTICE 

The undersigned beneficial owner (the “Selling Securityholder”)
of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement. 

The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate: 

1.          
Name. 

              
(a)           Full Legal Name
of Selling Securityholder 

              
(b)      Full Legal Name of Registered Holder (if not
the same as (a) above) through which Registrable Securities are held: 

              
(c)      Full Legal Name of Natural Control Person
(which means a natural person who directly or indirectly alone or with others
has power to vote or dispose of the securities covered by this Questionnaire):


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2.          
Address for Notices to Selling Securityholder: 

Telephone: 
Fax: 
Contact Person: 

3.          
Broker-Dealer Status: 

              
(a)      Are you a
broker-dealer? 
              
Yes       No     

              
(b)      If “yes” to Section 3(a), did you receive your
Registrable Securities as compensation for investment banking services to the
Company? 
              
Yes     
 No 
              
Note: If “no” to Section 3(b), the Commission’s staff has indicated that you
should be identified as an underwriter in the Registration Statement. 

              
(c)      Are you an affiliate of a
broker-dealer? 
              
Yes       No 

              
(d)      If you are an affiliate of a broker-dealer, do
you certify that you purchased the Registrable Securities in the ordinary course
of business, and at the time of the purchase of the Registrable Securities to be
resold, you had no agreements or understandings, directly or indirectly, with
any person to distribute the Registrable
Securities? 
              
Yes     
 No 
              
Note: If “no” to Section 3(d), the Commission’s staff has indicated that you
should be identified as an underwriter in the Registration Statement. 

4.          
Beneficial Ownership of Securities of the Company Owned by the Selling
Securityholder. Except as set forth below in this Item 4, the undersigned is not
the beneficial or registered owner of any securities of the Company other than
the securities issuable pursuant to the Purchase
Agreement. 
              
(a) Type and Amount of other securities beneficially owned by the Selling
Securityholder: 

_______________________________________________ 

_______________________________________________ 

5.      Relationships with the
Company: 

Except as set forth below, neither the undersigned nor any of
its affiliates, officers, directors or principal equity holders (owners of 5% of
more of the equity securities of the undersigned) has held 

25




any position or office or has had any other material
relationship with the Company (or its predecessors or affiliates) during the
past three years. 

              
State any exceptions here: 


_____________________________________________

_____________________________________________


The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement
remains effective. 

By signing below, the undersigned consents to the disclosure of
the information contained herein in its answers to Items 1 through 5 and the
inclusion of such information in the Registration Statement and the related
prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in
connection with the preparation or amendment of the Registration Statement and
the related prospectus. 

IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent. 

Date:                         
Beneficial Owner:

                                    By:


                                                         Name:
___________________
                                                        
Title ____________________


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND
QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: 

[_________________________________________________________]


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