Exhibit
      10.2

     

    REGISTRATION
      RIGHTS AGREEMENT

    


    THIS
      REGISTRATION RIGHTS AGREEMENT,
      dated as
      of__________, 2007 (this “Agreement”), is made by and between ODYNE
      CORPORATION,
      a
      Delaware corporation, with headquarters located at 89 Cabot Drive, Suite L,
      Hauppauge, New York 11788 (the “Company”), and each entity or individual listed
      on the signature page hereto (each, an “Investor”). 

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      upon
      the terms and subject to the conditions of the Subscription Agreement, dated
      as
      of the date of acceptance as set forth on the Subscription Agreement, between
      the Investor and the Company (the “Subscription Agreement”) capitalized terms
      not otherwise defined herein shall have the meanings ascribed to them in the
      Subscription Agreement), the Company has agreed to issue and sell to the
      Investor a Unit consisting of a Debenture and a Warrant; and

    


    WHEREAS,
      the
      Debenture is convertible into shares of Common Stock (the “Conversion Shares”);
      which term, for purposes of this Agreement, shall include shares of Common
      Stock
      of the Company issuable in lieu of accrued interest through the Maturity Date
      of
      the Debenture, as that term is defined in and as contemplated by the Debenture)
      upon the terms and subject to the conditions contained in the Debenture; and
      

    


    WHEREAS,
      the
      Company has agreed to issue the Warrant to the Investor in connection with
      the
      issuance of the Debenture, and the Warrant may be exercised for the purchase
      of
      shares of Common Stock (the “Warrant Shares”) upon the terms and conditions of
      the Warrant; and

    


    WHEREAS,
      to
      induce the Investor to execute and deliver Subscription 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 “Securities Act”), with respect to the
      Registrable Securities (as defined below); 

    


    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 Investor hereby agree as
      follows:

    


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

    


    (a)    “Closing
      Date” means the date of the final closing of the purchase and sale of the
      Debentures and Warrants.

     

    (b)    “Effective
      Date” means the date the SEC declares a Registration Statement covering
      Registrable Securities and otherwise meeting the conditions contemplated hereby
      to be effective.

    


    (c)    “Principal
      Trading Market” shall mean The National Association of Securities Dealers Inc.’s
      Over-The-Counter Bulletin Board, the Pink Sheets, or a national securities
      exchange or national quotation system. 

    


    (d)    “Register,”
      “Registered,” and “Registration” refer to a registration effected by preparing
      and filing a Registration Statement or Statements in compliance with the
      Securities Act and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    pursuant
      to Rule 415 under the Securities 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 “SEC”).

     

    (e)    “Registrable
      Securities” means the Conversion Shares and the Warrant Shares, provided that
      all such shares shall cease to be Registrable Securities at such time as they
      have been soled under a Registration Statement or pursuant to Rule 144 under
      the
      Securities Act or otherwise or at such time as they are eligible to be sold
      pursuant to Rule 144 (without volume limitations).. 

    


    (f)    “Registration
      Statement” means a registration statement of the Company under the Securities
      Act covering Registrable Securities on Form SB-2, if the Company is then
      eligible to file using such form, and if not eligible, on such other appropriate
      form.

    


    2.    Registration.

    


    (a)    Mandatory
      Registration.
      The
      Company shall prepare and file with the SEC, as soon as possible after the
      Closing Date but no later than sixty (60) days after the Closing Date (the
      “Required Filing Date”), a Registration Statement registering for resale by the
      Investor a number of shares of Common Stock for the Investors to sell the
      Registrable Securities, but in no event less than the number of shares equal
      to
      the number of shares into which the Debentures and all interest thereon through
      the Maturity Date would be convertible at the time of filing of such
      Registration Statement and (y) the number of Warrant Shares which would be
      issuable on exercise of the Warrant at its initial exercise price. The
      Registration Statement shall also cover the shares of Common Stock issuable
      upon
      exercise of the Warrants being issued to Matrix USA, LLC. The Registration
      Statement shall state that, in accordance with Rule 416 and 457 under the
      Securities Act, it also covers such indeterminate number of additional shares
      of
      Common Stock as may become issuable upon conversion of the Debentures and the
      exercise of the Warrants to prevent dilution resulting from stock splits or
      stock dividends. The Company will use its reasonable best efforts to cause
      such
      Registration Statement to be declared effective. In the event that the
      Registration Statement is is not effective (the “Required Effective Date”) upon
      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 eighty (180) days after the Closing
      Date (unless such failure to become effective is a result of the actions of
      the
      Investor), the Company will be deemed to be in breach of this Agreement.


    


    (b)    Payments
      by the Company.

     

    (i)    If
      the
      Registration Statement covering the Registrable Securities is not filed in
      proper form with the SEC by the Required Filing Date, the Company will make
      payment to the Investor in such amounts and at such times as shall be determined
      pursuant to this Section 2(b). 

    


    (ii)    If
      the
      Registration Statement covering the Registrable Securities is not effective
      by
      the relevant Required Effective Date or if the Investor is restricted from
      making sales of Registrable Securities covered by a previously effective
      Registration Statement at any time by virtue of a suspension or stop order
      with
      respect to such Registration Statement (the date such restriction commences,
      a
“Restricted Sale Date”), then the Company will make payments to the Investor in
      such amounts and at such times as shall be determined pursuant to this Section
      2(b); notwithstanding the following, the Company may suspend the Investor from
      making sales of Registrable Securities for up to three such suspension periods
      during any consecutive 12 month period, each of which suspension period shall
      not either (i) be for more than twenty (20) business days or (ii) begin less
      than ten (10) business days after the last day of the preceding
      suspension.


    
      
        
        

      

      
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    (iii)    The
      amount (the “Periodic Amount”) to be paid by the Company to the Investor shall
      be determined as of each Computation Date (as defined below) and such Periodic
      Amount shall be equal to 2% of the principal amount of Debenture outstanding
      for
      the period from the date following each of the relevant Required Filing Date
      or
      the Required Effective Date, as the case may be, to the first relevant
      Computation Date, and thereafter to each subsequent Computation Date (prorated
      on a daily basis if such period is less than thirty (30) days); provided,
      however,
      that
      such Periodic Amounts shall cease after six (6) months from the initial
      Computation Date. The parties acknowledge that the failure to comply on a timely
      basis with the provisions related to both the Required Filing Date and the
      Required Effective Date would result in a payment of four (4%) percent of the
      then outstanding principal amount of the Debenture. 

    


    (iv)    Each
      Periodic Amount will be payable by the Company, and at the option of the
      Company, in cash or freely tradable shares of Common Stock (1) on the day after
      the Required Filing Date or the Required Effective Date, as the case may be,
      and
      (2) each thirtieth day thereafter. 

    


    (v)    The
      parties acknowledge that the damages which may be incurred by the Investor
      if
      the Registration Statement is not filed by the Required Filing Date or the
      Registration Statement has not been declared effective by a Required Effective
      Date, including if the right to sell Registrable Securities under a previously
      effective Registration Statement is suspended or the shares of the Company’s
      stock are not listed on the Principal Trading Market, may be difficult to
      ascertain. The parties agree that the Periodic Amounts represent a reasonable
      estimate on the part of the parties, as of the date of this Agreement, of the
      amount of such damages.

    


    (vi)    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 or such Registration Statement is suspended or subject
      to
      a stop order occurs because of an act of, or a failure to act or to act timely
      by the Investor or its counsel.

     

    (vii)    “Computation
      Date” means (A) the date which is the earlier of (1) thirty (30) days after the
      Required Filing Date or Required Effective Date, as the case may be, or (2)
      the
      date after the Required Filing Date on which the Registration Statement is
      filed
      (with respect to payments due as contemplated by Section 2(b)(i) hereof) or
      the
      date after the Required Effective Date on which the Registration Statement
      is
      declared effective (with respect to payments due as contemplated by Section
      2(b)(ii) hereof), as the case may be, and (B) each date which is the earlier
      of
      (1) thirty (30) days after the previous Computation Date or (2) the date after
      the previous Computation Date on which the Registration Statement is filed
      (with
      respect to payments due as contemplated by Section 2(b)(i) hereof) or is
      declared effective (with respect to payments due as contemplated by Section
      2(b)(ii) hereof), as the case may be.

    


    
      
        (viii)    Notwithstanding
          anything to the contrary contained in this Agreement,
          if the staff of the SEC (the “Staff”) or the SEC seeks to characterize any
          offering pursuant to a Registration Statement filed pursuant to this Agreement
          as constituting a primary offering of securities by or on behalf of the
          Company,
          or in any other manner, such that the Staff or the SEC does not permit
          such
          Registration Statement to become effective and used for resales in a continuous
          at the market offering pursuant to Rule 415 under the Securities Act by
          the
          Investors (or as otherwise may be acceptable to each Investor) without
          being
          named therein as “underwriters” (a “Resale Registration Statement”), then the
          Company shall have the right to reduce the number of Registrable Securities
          to
          be included in such Registration Statement by all Investors, to the extent
          that
          the Staff or the SEC shall permit such Registration Statement to become
          effective as a Resale Registration Statement. In making such reduction,
          the
          Company shall reduce the number of Registrable Securities to be included
          by
          all

      

    


    
      
        
        

      

      
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    Investors
      on a pro rata basis (based upon the number of Registrable Securities otherwise
      required to be included for each Investor), unless the inclusion of Registrable
      Securities by a particular Investor or a particular type of Investors is the
      cause of the refusal by the Staff or the SEC to allow such Registration to
      become effective as a Resale Registration Statement, in which event the
      Registrable Securities held by such Investor or type of Investors shall be
      the
      only Registrable Securities subject to reduction (and if by a set of Investors
      on a pro rata basis with respect to such Investors or on such other basis as
      would result in the exclusion of the least number of shares by all such
      Investors). In addition, if the Staff or the SEC requires any Investor seeking
      to sell Registrable Securities under a Registration Statement filed pursuant
      to
      this Agreement to be identified as an “underwriter” in order to permit such
      Registration Statement to become effective, and such Investor does not consent
      to being so named as an underwriter in such Registration Statement, then, in
      each such case, the Company shall be entitled to reduce the total number of
      Registrable Securities to be registered on behalf of such Investor, until such
      time as the Staff or the SEC does not require such identification. 

    


    (ix)    If
      any
      reduction in the number of Registrable Securities included in a Registration
      Statement is made pursuant to paragraph (i) above, then no Investor shall have
      any claim against the Company as a result of such reduction or any Event or
      other delay or breach of this Agreement attributable primarily to the refusal
      of
      the Staff or the SEC to permit the Registration Statement to become effective
      as
      a Resale Registration Statement, nor shall any such reduction entitle any
      Investor to require the Company to pay any partial damages pursuant to Section
      2(b) hereof. In the event of any reduction in Registrable Securities pursuant
      to
      this paragraph, an affected Investor shall have the right, upon delivery of
      a
      written request to the Company signed by the Investor, to require the Company
      to
      file a registration statement within 90 days after its receipt of such request
      (subject to any restrictions imposed by Rule 415 or required by the Staff or
      the
      SEC) for resale by such Investor in a manner reasonably acceptable to such
      Investor, and the Company shall following such request use its commercially
      reasonable efforts to cause such registration statement to be declared and
      kept
      effective in the same manner as otherwise contemplated in this Agreement for
      registration statements hereunder, in each case until such time as: (i) all
      Registrable Securities held by such Investor have been registered pursuant
      to an
      effective Registration Statement in a manner reasonably acceptable to such
      Investor, (ii) such Investor’s Registrable Securities may be resold by such
      Investor without restriction (including volume limitations) pursuant to
      Rule 144(k) of the Securities Act, or (iii) the Investor agrees to be named
      as an underwriter in any such Registration Statement as to all Registrable
      Securities held by such Investor and which have not theretofore been included
      in
      a Registration Statement under this Agreement (it being understood that the
      special demand right under this sentence may be exercised by a Investor multiple
      times and with respect to limited amounts of Registrable Securities in order
      to
      permit the resale thereof by such Investor as contemplated above). 

    


    3.    Obligations
      of the Company.
      In
      connection with the registration of the Registrable Securities, the Company
      shall do each of the following:

     

    (a)    Prepare
      promptly, and file with the SEC by the Required Filing Date a Registration
      Statement with respect to not less than the number of Registrable Securities
      provided in Section 2(a) above, and thereafter use its reasonable best efforts
      to cause such Registration Statement relating to Registrable Securities to
      become effective by the Required Effective Date and keep the Registration
      Statement effective at all times during the period (the “Registration Period”)
      continuing until the earlier of (i) the date when the Investors may sell all
      Registrable Securities under Rule 144 without volume or other restrictions
      or
      limits or (ii) the date the Investors no longer own any of the Registrable
      Securities, 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


    
      
        
        

      

      
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    material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances in which they were made, not
      misleading;

    


    (b)    Prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to the Registration Statement and the prospectus used in connection
      with the Registration Statement as may be necessary to keep the Registration
      Statement effective at all times during the Registration Period, and, during
      the
      Registration Period, comply with the provisions of the Securities Act with
      respect to the disposition of all Registrable Securities of the Company covered
      by the Registration Statement 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
      Statement;

    


    (c)    Permit
      a
      single firm of counsel designated by the Investor to review the Registration
      Statement and all amendments and supplements thereto a reasonable period of
      time
      (but not less than three (3) business days) prior to their filing with the
      SEC,
      and not file any document in a form to which such counsel reasonably objects,
      at
      Investor’s expense.

     

    (d)    Notify
      the Investor and the Investor’s counsel (initially Steven W. Schuster, Esq., c/o
      McLaughlin & Stern, LLP, 260 Madison Avenue, New York, NY 10016) and any
      managing underwriters immediately (and, in the case of (i)(A) below, not less
      than three (3) business days prior to such filing) and (if requested by any
      such
      person) confirm such notice in writing no later than one (1) business day
      following the day (i)(A) when a Prospectus or any Prospectus supplement or
      post-effective amendment to the Registration Statement is proposed to be filed;
      (B) whenever the SEC notifies the Company whether there will be a “review” of
      such Registration Statement; (C) whenever the Company receives (or a
      representative of the Company receives on its behalf) any oral or written
      comments from the SEC in respect of a Registration Statement (copies or, in
      the
      case of oral comments, summaries of such comments shall be promptly furnished
      by
      the Company to the Investors); and (D) with respect to the Registration
      Statement or any post-effective amendment, when the same has become effective;
      (ii) of any request by the SEC or any other Federal or state governmental
      authority for amendments or supplements to the Registration Statement or
      Prospectus or for additional information; (iii) of the issuance by the SEC
      of
      any stop order suspending the effectiveness of the Registration Statement
      covering any or all of the Registrable Securities or the initiation of any
      proceedings for that purpose; (iv) if at any time any of the representations
      or
      warranties of the Company contained in any agreement (including any underwriting
      agreement) contemplated hereby ceases to be true and correct in all material
      respects; (v) of the receipt by the Company of any notification with respect
      to
      the suspension of the qualification or exemption from qualification of any
      of
      the Registrable Securities for sale in any jurisdiction, or the initiation
      or
      threatening of any proceeding for such purpose; and (vi) of the occurrence
      of
      any event that to the best knowledge of the Company makes any statement made
      in
      the Registration Statement or Prospectus or any document incorporated or deemed
      to be incorporated therein by reference untrue in any material respect or that
      requires any revisions to the Registration Statement, Prospectus or other
      documents so that, in the case of the Registration Statement or the Prospectus,
      as the case may be, it will not contain any untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading. In addition, the Company shall furnish the Investor’s
      Counsel with copies of all intended written responses to the comments
      contemplated in clause (C) of this Section 3(d) not later than one (1) business
      day in advance of the filing of such responses with the SEC so that the
      Investors shall have the opportunity to comment thereon, if relevant to the
      Investors;

    


    (e)    Furnish
      the Investor and to Investor’s Counsel (i) promptly after the same is prepared
      and publicly distributed, filed with the SEC, or received by the Company, one
      (1) copy of the


    
      
        
        

      

      
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    Registration
      Statement, each preliminary prospectus and prospectus, and each amendment or
      supplement thereto, and (ii) such number of copies of a prospectus, and all
      amendments and supplements thereto and such other documents, as such Investor
      may reasonably request in order to facilitate the disposition of the Registrable
      Securities owned by such Investor;

    


    (f)    As
      promptly as practicable after becoming aware thereof, notify each Investor
      of
      the happening of any event of which the Company has knowledge, as a result
      of
      which the prospectus included in the 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,
      in light of the circumstances under which they were made, not misleading, and
      use its best efforts promptly to prepare a supplement or amendment to the
      Registration Statement or other appropriate filing with the SEC to correct
      such
      untrue statement or omission, and deliver a number of copies of such supplement
      or amendment to the Investor as the Investor may reasonably
      request;

    


    (g)    As
      promptly as practicable after becoming aware thereof, notify the Investor who
      holds the Registrable Securities being sold (or, in the event of an underwritten
      offering, the managing underwriters) of the issuance by the SEC of a Notice
      of
      Effectiveness or any notice of effectiveness or any stop order or other
      suspension of the effectiveness of the Registration Statement at the earliest
      possible time;

     

    (h)    Use
      its
      reasonable efforts to secure and maintain the designation of all the Registrable
      Securities covered by the Registration Statement on the Principal Trading Market
      within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange
      Act
      of 1934, as amended (the “Exchange Act”), and the quotation of the Registrable
      Securities on the Principal Trading Market.

    


    
      
        (i)    Cooperate
          with the Investor to facilitate the timely preparation and delivery
          of certificates for the Registrable Securities to be offered pursuant to
          the
          Registration Statement and enable such certificates for the Registrable
          Securities to be in such denominations or amounts as the case may be, as
          the
          Investor may reasonably request, and, within five (5) business days after
          a
          Registration Statement which includes Registrable Securities is ordered
          effective by the SEC, the Company shall deliver, and shall cause legal
          counsel
          selected by the Company to deliver, to the transfer agent for the Registrable
          Securities (with a copy to Steven W. Schuster, Esq.) an appropriate instruction
          and opinion of such counsel; 

      

    

    


    (j)    For
      a
      period of 75 days from the Effective Date, not file a Registration Statement
      covering any additional shares of Common Stock (excluding on Form
      S-8);

     

    (k)   Take
      all
      other reasonable actions necessary to expedite and facilitate disposition by
      the
      Investor of the Registrable Securities pursuant to the Registration
      Statement.

     

    4. Obligations
      of the Investor.
      In
      connection with the registration of the Registrable Securities, the Investors
      shall have the following obligations:

    


    (a)    The
      Investor, by the Investor’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 Statement hereunder, unless
      the Investor has notified the Company in writing of the Investor’s election to
      exclude all of the Investor’s Registrable Securities from the Registration
      Statement; and


    
      
        
        

      

      
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    (b)    The
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(f) or 3(g), above,
      the
      Investor will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities
      until the Investor’s receipt of the copies of the supplemented or amended
      prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the
      Company, the Investor 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 Investor’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

    


    5.    Expenses
      of Registration.
      

    


    (a)    All
      expenses (other than (i) underwriting discounts and commissions of the Investor
      and (ii) expenses of the Investor’s counsel incurred in connection with
      registrations, filings or qualifications pursuant to Section 3), but including,
      without limitation, all registration, listing, and qualifications fees, printers
      and accounting fees, the fees and disbursements of counsel for the Company
      shall
      be borne by the Company. 

    


    (b)    The
      Company has not, as of the date hereof, nor shall the Company on or after the
      date of this Agreement, enter into any agreement with respect to its securities
      that is inconsistent with the rights granted to the Investor in this Agreement
      or the Subscription Agreement, except as disclosed therein.

    


    6.    Indemnification.
       After
      Registrable Securities are included in a Registration
      Statement under this Agreement:

    


    (a)    To
      the
      extent permitted by law, the Company will indemnify and hold harmless, the
      Investor, the directors, if any, of such Investor, the officers, if any, of
      such
      Investor (each, an “Indemnified Party”), against any losses, claims, damages,
      liabilities or expenses (joint or several) incurred (collectively, “Claims”) to
      which any of them may become subject under the Securities Act, the Exchange
      Act
      or otherwise, insofar as such Claims (or actions or proceedings, whether
      commenced in respect thereof) arise out of or are based upon: (i) any untrue
      statement or untrue statement of a material fact contained in the Registration
      Statement or any post-effective amendment thereof or the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, (ii) any untrue
      statement or untrue statement of a material fact contained in the final
      prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in the 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 Securities Act, the Exchange Act, any state securities law or
      any
      rule or regulation under the Securities Act, the Exchange Act or any state
      securities law (the matters in the foregoing clauses (i) through (iii) being
      collectively referred to as “Violations”). The Company shall reimburse the
      Investor 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 6(a) shall not (i) apply to any Claims
      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 or on behalf
      of any Indemnified Party expressly for use in connection with the preparation
      of
      the Registration Statement or any such amendment thereof or supplement thereto;
      (ii) be available to the extent such Claim is based on a failure of the Investor
      to deliver or cause to be delivered the prospectus made available by the
      Company; or (iii) apply to amounts paid in settlement of any Claim if such
      settlement is effected without the prior written consent of the Company, which
      consent


    
      
        
        

      

      
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    shall
      not
      be unreasonably withheld. The Investor will indemnify the Company, its officers,
      directors and agents (including legal counsel) (each an “Indemnified Party”)
      against any claims 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 or on behalf of such Investor, expressly for use in connection
      with
      the preparation of the Registration Statement, subject to such limitations
      and
      conditions set forth in this Section 6. The Investor shall reimburse the Company
      for any reasonable legal fees or other reasonable expenses incurred by it in
      connection with investigating or defending any such Claim. Such indemnity shall
      remain in full force and effect regardless of any investigation made by or
      on
      behalf of the Indemnified Party, and shall survive the offering and transfer
      of
      the Registrable Securities by the Investor.

    


    (b)    Promptly
      after receipt by an Indemnified Party under this Section 6 of notice of the
      commencement of any action (including any governmental action), such Indemnified
      Party shall, if a Claim in respect thereof is to be made against any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof and the indemnifying party shall
      have
      the right to participate in, and, to the extent the indemnifying party so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Party, as the case may be; provided,
      however,
      that an
      Indemnified Party shall have the right to retain its own counsel with the
      reasonable fees and expenses to be paid by the indemnifying party, if, in the
      reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Party and the indemnifying
      party would be inappropriate due to actual or potential differing interests
      between such Indemnified Party and any other party represented by such counsel
      in such proceeding. The failure to deliver written notice to the indemnifying
      party within a reasonable time of the commencement of any such action shall
      not
      relieve such indemnifying party of any liability to the Indemnified Party under
      this Section 6, except to the extent that the indemnifying party is prejudiced
      in its ability to defend such action. The indemnification required by this
      Section 6 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.

    


    7.    Contribution.
      To the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided,
      however,
      that
      (a) no contribution shall be made under circumstances where the maker would
      not
      have been liable for indemnification under the fault standards set forth in
      Section 6; (b) no seller of Registrable Securities guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any seller of Registrable Securities
      who
      was not guilty of such fraudulent misrepresentation; and (c) except where the
      seller has committed fraud (other than a fraud by reason of the information
      included or omitted from the Registration Statement as to which the Company
      has
      not given notice as contemplated under Section 3 hereof) or intentional
      misconduct, contribution by any seller of Registrable Securities shall be
      limited in amount to the net amount of proceeds received by such seller from
      the
      sale of such Registrable Securities.

    


    8.    Reports
      under
      Securities Act and Exchange Act.
      With a
      view to making available to Investor the benefits of Rule 144 promulgated under
      the Securities Act or any other similar rule or regulation of the SEC that
      may
      at any time permit Investor 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;


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    (b)    file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act; 

    


    (c)    furnish
      to the Investor so long as the Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144, the Securities Act and the Exchange
      Act
      , 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 Investor to sell such
      securities pursuant to Rule 144 without Registration.

     

    9.    Assignment
      of the Registration Rights.
      The
      rights to have the Company register Registrable Securities pursuant to this
      Agreement shall be automatically assigned by the Investors to any transferee
      of
      the Registrable Securities (or all or any portion of any unconverted Debentures)
      only if 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. 

    


    10.    Amendment
      of Registration Rights.
      Any
      provision 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 the written consent of the Company and the Investor.
      Any amendment or waiver affected in accordance with this Section 10 shall be
      binding upon the Investor and the Company.

    


    11.    Miscellaneous.

    


    (a)    A
      person
      or entity is deemed to be an Investor 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)    Notices
      required or permitted to be given hereunder shall be given in the manner
      contemplated by the Subscription Agreement, (i) if to the Company or to the
      Investor, to their respective address and the address of their counsel as
      contemplated by the Subscription Agreement, and (ii) if to any other Investor,
      at such address as such Investor shall have provided in writing to the Company,
      or at such other address as each such party furnishes by notice given in
      accordance with this Section 11(b).

    


    (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)    This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York for contracts to be wholly performed in such state and
      without giving effect to the principles thereof regarding the conflict of laws.
      Each of the parties consents to the jurisdiction of the federal courts in the
      City of New York, New York or the state courts of the State of New York sitting
      in the City of New York, New York County, New York in connection with any
      dispute arising under this Agreement and hereby waives, to the maximum extent
      permitted by law, any objection, including any objection based on
      forum non coveniens,
      to the
      bringing of any such proceeding in such jurisdictions. To the extent determined
      by such court, the Company shall reimburse the Investor for any reasonable
      legal
      fees and disbursements incurred by the Investor in enforcement of or protection
      of any of its rights under this Agreement


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


     

    (e)    If
      any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement or the validity or
      enforceability of this Agreement in any other jurisdiction.

     

    (f)    Subject
      to the requirements of Section 9 of this Agreement, this Agreement shall inure
      to the benefit of and be binding upon the successors and assigns of each of
      the
      parties hereto.

    


    (g)    All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

    


    (h)    The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning thereof.

    


    (i)    This
      Agreement may be executed in one 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 telephone line facsimile transmission of a copy of this Agreement
      bearing the signature of the party so delivering this Agreement.

    


    (j)    This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof. There are no restrictions, promises, warranties
      or
      undertakings, other than those set forth or referred to herein. This Agreement
      supersedes all prior agreements and understandings among the parties hereto
      with
      respect to the subject matter hereof. This Agreement may be amended only by
      an
      instrument in writing signed by the party to be charged with enforcement
      thereof. 

    


    
      
        (k)    The
          Company acknowledges that any failure by the Company to perform
          its obligations under Section 3(a) hereof, or any delay in such performance
          could result in loss to the Investors, and the Company agrees that, in
          addition
          to any other liability the Company may have by reason of such failure or
          delay,
          the Company shall be liable for all direct damages caused by any such failure
          or
          delay, unless the same is the result of force majeure. Neither party shall
          be
          liable for consequential damages.

      

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be duly executed as of the day and year
      first above written.

    


    


    COMPANY:

    ODYNE
      CORPORATION

     

    By: 
      ___________________________

    Title: 
      __________________________

     

     

    INVESTOR:

     

    By: 
      ____________________________

    Name:
      __________________________

    Title: 
      ___________________________

     

     

    
      
        
        

      

      -11-