f8k110507ex10ii_signet.htm


    REGISTRATION
      RIGHTS AGREEMENT

     

    Registration
      Rights Agreement (the “Agreement”), dated as of November 5, 2007, by and
      between Signet International Holdings, Inc., a corporation organized under
      the
      laws of State of Delaware, with its principal executive office at 205 Worth
      Avenue, Suite 316, Palm Beach, Florida 33480 (the “Company”), and
      Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with
      its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the
      “Holder”).

     

    Whereas, in
      connection with the Investment Agreement by and between the Company and the
      Investor of this date (the “Investment Agreement”), the Company has
      agreed to issue and sell to the Investor an indeterminate number of shares
      of
      the Company’s Common Stock, $.001 par value per share (the “Common Stock”),
to be purchased pursuant to the terms and subject to the conditions
      set
      forth in the Investment Agreement; and

     

    Whereas,
      to induce the Investor to execute and deliver the Investment 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, with respect to the shares of Common Stock issuable
      pursuant to the Investment Agreement.

     

    Now
      therefore, in consideration of the foregoing promises and the mutual covenants
      contained hereinafter and other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Company and the Investor
      hereby agree as follows:

     

    Section
      1.  DEFINITIONS.

     

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


     

    “Execution
      Date” means the date of this Agreement set forth above.

     

    “Investor”
      means Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted
      company.

     

    “Person”
      means a corporation, a limited liability company, an association, a partnership,
      an organization, a business, an individual, a governmental or political
      subdivision thereof or a governmental agency.

     

    “Potential
      Material Event” means any of the following: (i) the
      possession by the Company of material information not ripe for disclosure in
      the
      Registration Statement, which shall be evidenced by determinations in good
      faith
      by the Board of Directors of the Company that disclosure of such information
      in
      the Registration Statement would be detrimental to the business and affairs
      of
      the Company, or (ii)
any
      material engagement or activity by the Company which would,
      in the good faith determination of the Board of Directors of the Company, be
      adversely affected by disclosure in the Registration Statement at such time,
      which determination shall be accompanied by a good faith determination by the
      Board of Directors of the Company that the Registration Statement would be
      materially misleading absent the inclusion of such information.

     

    “Principal
      Market” shall mean The American Stock Exchange, National Association of
      Securities Dealer’s, Inc., Over-the-Counter electronic bulletin board, the
      Nasdaq National Market or The Nasdaq SmallCap Market whichever is the principal
      market on which the Common Stock of the Company is listed.

     

    “Register,”
      “Registered,” and “Registration” refer to the Registration
      effected by preparing and filing one (1) or more Registration 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(s) by the United States Securities and Exchange Commission (the
“SEC”).

     

     

    
 

    
      
        
        

      

      
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    “Registrable
      Securities” means (i) the shares of Common Stock issued or
      issuable pursuant to the Investment Agreement, and (ii) any
      shares of capital stock issued or issuable with respect to such shares of Common
      Stock, if any, as a result of any stock split, stock dividend, recapitalization,
      exchange or similar event or otherwise, which have not been (x)
included in the Registration Statement that has been declared
      effective
      by the SEC, or (y) sold under circumstances meeting all of the
      applicable conditions of Rule 144 (or any similar provision then in force)
      under
      the 1933 Act.

     

    “Registration
      Statement” means the registration statement of the Company filed under the
      1933 Act covering the Registrable Securities.

     

    All
      capitalized terms used in this Agreement and not otherwise defined herein shall
      have the same meaning ascribed to them as in the Investment
      Agreement.

     

    Section
      2.  REGISTRATION.

     

    (a)  The
      Company shall, within fifteen (15) days of the date of this Agreement, file
      with
      the SEC the Registration Statement or Registration Statements (as is necessary)
      on Form SB-2 (or, if such form is unavailable for such a registration, on such
      other form as is available for such registration), covering the resale of all
      of
      the Registrable Securities, which Registration Statement(s) shall state that,
      in
      accordance with Rule 416 promulgated under the 1933 Act, such Registration
      Statement also covers such indeterminate number of additional shares of Common
      Stock as may become issuable upon stock splits, stock dividends or similar
      transactions. The Company shall initially register for resale 479,700 shares
      of
      Common Stock which would be issuable on the date preceding the filing of the
      Registration Statement based on the closing bid price of the Company’s Common
      Stock on such date and the amount reasonably calculated that represents Common
      Stock issuable to other parties as set forth in the Investment Agreement except
      to the extent that the SEC requires the share amount to be reduced as a
      condition of effectiveness.

     

    (b)  The
      Company shall use all commercially reasonable efforts to have the Registration
      Statement(s) declared effective by the SEC within ninety (90) calendar days
      after the Execution Date.

     

    (c)  The
      Company
      agrees not to include any other securities in the Registration Statement
      covering the Registrable Securities without Investor’s prior written consent
      which Investor may withhold in its sole discretion. Furthermore, the Company
      agrees that it will not file any other Registration Statement for other
      securities, until thirty calendar days after the Registration Statement for
      the
      Registrable Securities is declared effective by the SEC.

     

    Section
      3.   RELATED OBLIGATIONS.

     

    At
      such
      time as the Company is obligated to prepare and file the Registration Statement
      with the SEC pursuant to Section 2(a), the Company will effect the registration
      of the Registrable Securities in accordance with the intended method of
      disposition thereof and, with respect thereto, the Company shall have the
      following obligations:

     

    (a)  The
      Company
      shall use all commercially reasonable efforts to cause such Registration
      Statement relating to the Registrable Securities to become effective within
      ninety (90) days after the Execution Date and shall keep such Registration
      Statement effective until the earlier to occur of the date on which (A)
the Investor shall have sold all the Registrable Securities;
      or
(B) the Investor has no right to acquire any additional shares
      of Common Stock under the Investment Agreement (the
“Registration  Period”). The 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, in light of the circumstances in which they were made,
      not
      misleading. The Company shall use all commercially reasonable efforts to respond
      to all SEC comments within seven (7) business days from receipt of such comments
      by the Company. The Company shall use all commercially reasonable efforts to
      cause the Registration Statement relating to the Registrable Securities to
      become effective no later than five (5) business
      days after notice from the SEC that the Registration Statement may be declared
      effective. 

     

     

     

    
      
        
        

      

      
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    The
      Investor agrees to provide all information which it is required by law to
      provide to the Company, including the intended method of disposition of the
      Registrable Securities, and the Company’s obligations set forth above shall be
      conditioned on the receipt of such information.

     

    (b)  The
      Company shall 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 such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective 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 such Registration Statement until such time as all of such Registrable
      Securities shall have been disposed of in accordance with the intended methods
      of disposition by the Investor thereof as set forth in such Registration
      Statement. In the event the number of shares of Common Stock covered by the
      Registration Statement filed pursuant to this Agreement is at any time
      insufficient to cover all of the Registrable Securities, the Company shall
      amend
      such Registration Statement, or file a new Registration Statement (on the short
      form available therefor, if applicable), or both, so as to cover all of the
      Registrable Securities, in each case, as soon as practicable, but in any event
      within thirty (30) calendar days after the necessity therefor arises (based
      on
      the then Purchase Price of the Common Stock and other relevant factors on which
      the Company reasonably elects to rely), assuming the Company has sufficient
      authorized shares at that time, and if it does not, within thirty (30) calendar
      days after such shares are authorized. The Company shall use commercially
      reasonable efforts to cause such amendment and/or new Registration Statement
      to
      become effective as soon as practicable following the filing
      thereof.

     

    (c)  The
      Company shall make available to the Investor whose Registrable Securities are
      included in any Registration Statement and its legal counsel without charge
      (i) promptly after the same is prepared and filed with the SEC
      at least one (1) copy of such Registration Statement and any amendment(s)
      thereto, including financial statements and schedules, all documents
      incorporated therein by reference and all exhibits, the prospectus included
      in
      such Registration Statement (including each preliminary prospectus) and, with
      regards to such Registration Statement(s), any correspondence by or on behalf
      of
      the Company to the SEC or the staff of the SEC and any correspondence from
      the
      SEC or the staff of the SEC to the Company or its representatives; (ii)
upon the effectiveness of any Registration Statement, the
      Company shall
      make available copies of the prospectus, via EDGAR, included in such
      Registration Statement and all amendments and supplements thereto; and
(iii) such other documents, including copies of any preliminary
      or final prospectus, as the Investor may reasonably request from time to time
      in
      order to facilitate the disposition of the Registrable Securities.

     

    (d)  The
      Company shall use commercially reasonable efforts to (i)
register and qualify the Registrable Securities covered by
      the
      Registration Statement under such other securities or “blue sky” laws of such
      states in the United States as the Investor reasonably requests; (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 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; provided, however, that the
      Company shall not be required in connection therewith or as a condition thereto
      to (x) qualify to do business in any jurisdiction where it
      would not otherwise be required to qualify but for this Section 3(d), or
(y) subject itself to general taxation in any such
      jurisdiction. The Company shall promptly notify the Investor who holds
      Registrable Securities of the receipt by the Company of any notification with
      respect to the suspension of the registration or qualification of any of the
      Registrable Securities for sale under the securities or “blue sky” laws of any
      jurisdiction in the United States or its receipt of actual notice of the
      initiation or threatening of any proceeding for such purpose.

     

     

    
      
        
        

      

      
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    (e)      
      As
      promptly as practicable after becoming aware of such event, the Company shall
      notify Investor in writing of the happening of any event 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 omission 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 (“Registration Default”) and use all diligent efforts to
      promptly prepare a supplement or amendment to such Registration Statement and
      take any other necessary steps to cure the Registration Default (which, if
      such
      Registration Statement is on Form S-3, may consist of a document to be filed
      by
      the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
      1934 Act (as defined below) and to be incorporated by reference in the
      prospectus) to correct such untrue statement or omission, and make available
      copies of such supplement or amendment to the Investor. The Company shall also
      promptly notify the Investor (i) when a prospectus or any
      prospectus supplement or post-effective amendment has been filed, and when
      the
      Registration Statement or any post-effective amendment has become effective
      (the
      Company will prepare notification of such effectiveness which shall be delivered
      to the Investor on the same day of such effectiveness and by overnight mail),
      additionally, the Company will promptly provide to the Investor, a copy of
      the
      effectiveness order prepared by the SEC once it is received by the Company;
      (ii) of any request by the SEC for amendments or supplements to
      the Registration Statement or related prospectus or related information,
(iii) of the Company’s reasonable determination that a
      post-effective amendment to the Registration Statement would be appropriate,
      (iv) in the event the Registration Statement is no longer
      effective, or (v) if the Registration Statement is stale as a
      result of the Company’s failure to timely file its financials or otherwise. The
      Company acknowledges that its failure to cure the Registration Default within
      ten (10) business days will cause the Investor to suffer damages in an amount
      that will be difficult to ascertain. Accordingly, the parties agree that it
      is
      appropriate to include a provision for liquidated damages. The parties
      acknowledge and agree that the liquidated damages provision set forth in this
      section represents the parties’ good faith effort to quantify such damages and,
      as such, agree that the form and amount of such liquidated damages are
      reasonable and will not constitute a penalty. It is the intention of the parties
      that interest payable under any of the terms of this Agreement shall not exceed
      the maximum amount permitted under any applicable law. If a law, which applies
      to this Agreement, which sets the maximum interest amount, is finally
      interpreted so that the interest in connection with this Agreement exceeds
      the
      permitted limits, then: (1) any such interest shall be reduced
      by the amount necessary to reduce the interest to the permitted limit; and
      (2) any sums already collected (if any) from the Company which
      exceed the permitted limits will be refunded to the Company. The Investor may
      choose to make this refund by reducing the amount that the Company owes under
      this Agreement or by making a direct payment to the Company. If a refund reduces
      the amount that the Company owes the Investor, the reduction will be treated
      as
      a partial payment.

     

    (f)  The
      Company shall use all commercially reasonable efforts to prevent the issuance
      of
      any stop order or other suspension of effectiveness of the Registration
      Statement, or the suspension of the qualification of any of the Registrable
      Securities for sale in any jurisdiction and, if such an order or suspension
      is
      issued, to obtain the withdrawal of such order or suspension at the earliest
      possible moment and to notify the Investor holding Registrable Securities being
      sold of the issuance of such order and the resolution thereof or its receipt
      of
      actual notice of the initiation or threat of any proceeding concerning the
      effectiveness of the registration statement.

     

    (g)  The
      Company shall permit the Investor and one (1) legal counsel, designated by
      the
      Investor, to review and comment upon the Registration Statement and all
      amendments and supplements thereto at least one (1) calendar day prior to their
      filing with the SEC. However, any postponement of a filing of a Registration
      Statement or any postponement of a request for acceleration or any postponement
      of the effective date or effectiveness of a Registration Statement by written
      request of the Investor (collectively, the "Investor's Delay") shall not act to
      trigger any penalty of any kind, or any cash amount due or any in-kind amount
      due the Investor from the Company under any and all agreements of any nature
      or
      kind between the Company and the Investor. The event(s) of an Investor's Delay
      shall act to suspend all obligations of any kind or nature of the Company under
      any and all agreements of any nature or kind between the Company and the
      Investor.

     

    (h)  At
      the request
      of the Investor, the Company's counsel shall furnish to the Investor an opinion
      letter confirming the effectiveness of the registration statement. Such opinion
      letter shall be issued as of the date of the effectiveness of the registration
      statement and be in a form suitable to the Investor.

     

     

    
      
        
        

      

      
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    (i)  The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Investor 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 final, non-appealable 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 Agreement or any other agreement. The Company agrees that it shall, upon
      learning that disclosure of such information concerning the Investor is sought
      in or by a court or governmental body of competent jurisdiction or through
      other
      means, give prompt written notice to the Investor and allow the Investor, at
      the
      Investor’s expense, to undertake appropriate action to prevent disclosure of, or
      to obtain a protective order covering such information.

     

    (j)  The
      Company shall use all commercially reasonable efforts to maintain designation
      and quotation of all the Registrable Securities covered by any Registration
      Statement on the Principal Market. If, despite the Company’s commercially
      reasonable efforts, the Company is unsuccessful in satisfying the preceding
      sentence, it shall use commercially reasonable efforts to cause all the
      Registrable Securities covered by any Registration Statement to be listed on
      each other national securities exchange and automated quotation system, if
      any,
      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 system. The Company shall pay all fees
      and
      expenses in connection with satisfying its obligation under this Section
      3(j).

     

    (k)  The
      Company shall cooperate with the Investor to facilitate the prompt preparation
      and delivery of certificates representing the Registrable Securities to be
      offered pursuant to the Registration Statement and enable such certificates
      to
      be in such denominations or amounts, as the case may be, as the Investor may
      reasonably request (and after any sales of such Registrable Securities by the
      Investor, such certificates not bearing any restrictive legend).

     

    (l)  The
      Company shall provide a transfer agent for all the Registrable Securities not
      later than the effective date of the first Registration Statement filed pursuant
      hereto.

     

    (m)  If
      requested by the Investor, the Company shall (i) as soon as
      reasonably practical incorporate in a prospectus supplement or post-effective
      amendment such information as the Investor reasonably determines should be
      included therein relating to the sale and distribution of Registrable
      Securities, including, without limitation, information with respect to the
      offering of the Registrable Securities to be sold in such offering; (ii)
make all required filings of such prospectus supplement or
      post-effective amendment as soon as reasonably possible after being notified
      of
      the matters to be incorporated in such prospectus supplement or post-effective
      amendment; and (iii) supplement or make amendments to any
      Registration Statement if reasonably requested by the Investor.

     

    (n)  The
      Company shall use all commercially reasonable efforts to cause the Registrable
      Securities covered by the applicable Registration Statement to be registered
      with or approved by such other governmental agencies or authorities as may
      be
      necessary to facilitate the disposition of such Registrable
      Securities.

     

    (o)  The
      Company shall otherwise use all commercially reasonable efforts to comply with
      all applicable rules and regulations of the SEC in connection with any
      registration hereunder.

     

    (p)  Within
      one (1) business day after the Registration Statement which includes Registrable
      Securities is declared effective by the SEC, the Company shall deliver to the
      transfer agent for such Registrable Securities, with copies to the Investor,
      confirmation that such Registration Statement has been declared effective by
      the
      SEC.

     

    (q)  The
      Company
      shall take all other reasonable actions necessary to expedite and facilitate
      disposition by the Investor of Registrable Securities pursuant to the
      Registration Statement.

     

     

    
      
        
        

      

      
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    Section
      4.  OBLIGATIONS OF
      THE INVESTOR.

     

    (a)  At
      least
      five (5) calendar days prior to the first anticipated filing date of the
      Registration Statement the Company shall notify the Investor in writing of
      the
      information the Company requires from the Investor for the Registration
      Statement. 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 and the Investor agrees to furnish to the Company that
      information regarding itself, the Registrable Securities and the intended method
      of disposition of the Registrable Securities as shall reasonably be required
      to
      effect the registration of such Registrable Securities and the Investor shall
      execute such documents in connection with such registration as the Company
      may
      reasonably request. The Investor covenants and agrees that, in connection with
      any sale of Registrable Securities by it pursuant to the Registration Statement,
      it shall comply with the “Plan of Distribution” section of the then current
      prospectus relating to such Registration Statement.

     

    (b)  The
      Investor, by its 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 any Registration Statement hereunder, unless the
      Investor has notified the Company in writing of an election to exclude all
      of
      the Investor’s Registrable Securities from such Registration
      Statement.

     

    (c)     
      The Investor agrees that, upon receipt of written notice from the
      Company of the happening of any event of the kind described in Section 3(f)
      or
      the first sentence of 3(e), the Investor will immediately discontinue
      disposition of Registrable Securities pursuant to any Registration Statement(s)
      covering such Registrable Securities until the Investor’s receipt of the copies
      of the supplemented or amended prospectus contemplated by Section 3(f) or the
      first sentence of 3(e).

     

    Section
      5.  EXPENSES OF
      REGISTRATION.

     

    All
      expenses, other than underwriting discounts and commissions and other than
      as
      set forth in the Investment Agreement, incurred in connection with registrations
      including comments, filings or qualifications pursuant to Sections 2 and 3,
      including, without limitation, all registration, listing and qualifications
      fees, printing and accounting fees, and fees and disbursements of counsel for
      the Company or for the Investor shall be paid by the Company.

     

    Section
      6.  INDEMNIFICATION.

     

    In
      the
      event any Registrable Securities are included in the Registration Statement
      under this Agreement:

     

    (a)  To
      the fullest
      extent permitted by law, the Company, under this Agreement, will, and hereby
      does, indemnify, hold harmless and defend the Investor who holds Registrable
      Securities, the directors, officers, partners, employees, counsel, agents,
      representatives of, and each Person, if any, who controls, any Investor within
      the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended
      (the “1934 Act”) (each, an “Indemnified Person”), against any
      losses, claims, damages, liabilities, judgments, fines, penalties, charges,
      costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several
      (collectively, “Claims”), incurred in investigating, preparing or
      defending any action, claim, suit, inquiry, proceeding, investigation or appeal
      taken from the foregoing by or before any court or governmental, administrative
      or other regulatory agency, body or the SEC, whether pending or threatened,
      whether or not an indemnified party is or may be a party thereto
(“Indemnified Damages”), to which any of them may become subject insofar
      as such Claims (or actions or proceedings, whether commenced or threatened,
      in
      respect thereof) arise out of or are based upon: (i) any untrue
      statement or alleged untrue statement of a material fact in the Registration
      Statement or any post-effective amendment thereto or in any filing made in
      connection with the qualification of the offering under the securities or other
      “blue sky” laws of any jurisdiction in which the Investor has requested in
      writing that the Company register or qualify the Shares (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required
      to be
      stated therein or necessary to make the statements therein, in light of the
      circumstances under which the statements
      therein were made, not misleading, 

     

     

    
      
        
        

      

      
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    (ii)
      any untrue statement or alleged 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 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 pursuant to the Registration Statement (the matters in the foregoing
      clauses (i) through (iii) being, collectively, “Violations”). Subject to
      the restrictions set forth in Section 6(c) the Company shall reimburse the
      Investor and each such controlling person, promptly as such 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 6(a):
(i) shall not apply to a Claim arising out of or based upon a
      Violation which is due to the inclusion in the Registration Statement of the
      information furnished to the Company by any Indemnified Person expressly for
      use
      in connection with the preparation of the Registration Statement or any such
      amendment thereof or supplement thereto; (ii) shall not be
      available to the extent such Claim is based on (a) a failure of
      the Investor to deliver or to cause to be delivered the prospectus made
      available by the Company or (b) the Indemnified Person’s use of
      an incorrect prospectus despite being promptly advised in advance by the Company
      in writing not to use such incorrect prospectus; (iii) any
      claims based on the manner of sale of the Registrable Securities by the Investor
      or of the Investor’s failure to register as a dealer under applicable securities
      laws; (iv) any omission of the Investor to notify the Company
      of any material fact that should be stated in the Registration Statement or
      prospectus relating to the Investor or the manner of sale; and (v)
any 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. 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 resale of the Registrable Securities by the
      Investor pursuant to the Registration Statement.

     

    (b)  In
      connection
      with any Registration Statement in which Investor is participating, the Investor
      agrees to severally and jointly indemnify, hold harmless and defend, to the
      same
      extent and in the same manner as is set forth in Section 6(a), the Company,
      each
      of its directors, each of its officers who signs the Registration Statement,
      each Person, if any, who controls the Company within the meaning of the 1933
      Act
      or the 1934 Act and the Company’s agents (collectively and together with an
      Indemnified Person, an “Indemnified Party”), against any Claim or
      Indemnified Damages to which any of them may become subject, under the 1933
      Act,
      the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise
      out of or are based upon any Violation, in each case to the extent, and only
      to
      the extent, that such Violation is due to the inclusion in the Registration
      Statement of the written information furnished to the Company by the Investor
      expressly for use in connection with such Registration Statement; and, subject
      to Section 6(c), the Investor will reimburse any legal or other expenses
      reasonably incurred by them in connection with investigating or defending any
      such Claim; provided, however, that the indemnity agreement contained
      in this Section 6(b) and the agreement with respect to contribution contained
      in
      Section 7 shall not apply to amounts paid in settlement of any Claim if such
      settlement is effected without the prior written consent of the Investor, which
      consent shall not be unreasonably withheld; provided, further, however, that
      the
      Investor shall only be liable under this Section 6(b) for that amount of a
      Claim
      or Indemnified Damages as does not exceed the net proceeds to such Investor
      as a
      result of the sale of Registrable Securities pursuant to such Registration
      Statement. Such indemnity shall remain in full force and effect regardless
      of
      any investigation made by or on behalf of such Indemnified Party and shall
      survive the resale of the Registrable Securities by the Investor pursuant to
      the
      Registration Statement. Notwithstanding anything to the contrary contained
      herein, the indemnification agreement contained in this Section 6(b) with
      respect to any preliminary prospectus shall not inure to the benefit of any
      Indemnified Party if the untrue statement or omission of material fact contained
      in the preliminary prospectus were corrected on a timely basis in the
      prospectus, as then amended or supplemented. This indemnification provision
      shall apply separately to each Investor and liability hereunder shall not be
      joint and several.

     

     

    
      
        
        

      

      
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    (c)  Promptly
      after
      receipt by an Indemnified Person or Indemnified Party under this Section 6
      of
notice
      of
      the commencement of any action or proceeding (including any governmental action
      or proceeding) involving a Claim, such Indemnified Person or 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 Person or the Indemnified Party, as the case may be; provided,
      however, that an Indemnified Person or Indemnified Party shall have the right
      to
      retain its own counsel with the fees and expenses to be paid by the indemnifying
      party, if, in the reasonable opinion of counsel retained by the Indemnified
      Person or Indemnified Party, the representation by counsel of the Indemnified
      Person or Indemnified Party and the indemnifying party would be inappropriate
      due to actual or potential differing interests between such Indemnified Person
      or Indemnified Party and any other party represented by such counsel in such
      proceeding. The indemnifying party shall pay for only one (1) separate legal
      counsel for the Indemnified Persons or the Indemnified Parties, as applicable,
      and such counsel shall be selected by the Investor, if the Investor is entitled
      to indemnification hereunder, or the Company, if the Company is entitled to
      indemnification hereunder, as applicable. The Indemnified Party or Indemnified
      Person shall cooperate fully with the indemnifying party in connection with
      any
      negotiation or defense of any such action or Claim by the indemnifying party
      and
      shall furnish to the indemnifying party all information reasonably available
      to
      the Indemnified Party or Indemnified Person which relates to such action or
      Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
      Person fully apprised at all times as to the status of the defense or any
      settlement negotiations with respect thereto. No indemnifying party shall be
      liable for any settlement of any action, claim or proceeding affected without
      its written consent, provided, however, that the indemnifying party shall not
      unreasonably withhold, delay or condition its consent. No indemnifying party
      shall, without the consent of the Indemnified Party or Indemnified Person,
      consent to entry of any judgment or enter into any settlement or other
      compromise which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such Indemnified Party or Indemnified Person of
      a
      release from all liability in respect to such Claim. Following indemnification
      as provided for hereunder, the indemnifying party shall be subrogated to all
      rights of the Indemnified Party or Indemnified Person with respect to all third
      parties, firms or corporations relating to the matter for which indemnification
      has been made. 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 Person
      or
      Indemnified Party under this Section 6, except to the extent that the
      indemnifying party is prejudiced in its ability to defend such
      action.

     

    (d)  The
      indemnity
      agreements contained herein shall be in addition to (i) any
      cause of action or similar right of the Indemnified Party or Indemnified Person
      against the indemnifying party or others, and (ii) any
      liabilities the indemnifying party may be subject to pursuant to the
      law.

     

    Section
      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: (i)
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; (ii) no seller of Registrable Securities guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
      Act) shall be entitled to contribution from any seller of Registrable Securities
      who was not guilty of fraudulent misrepresentation; and (iii)
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.

     

    Section
      8.  REPORTS UNDER
      THE 1934 ACT.

     

    With
      a
      view to making available to the Investor the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Investor to sell securities of the Company to the public
      without registration (“Rule 144”), provided that the Investor holds any
      Registrable Securities are eligible for resale under Rule 144 (k), the Company
      agrees to:

     

     

    
      
        
        

      

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

     

    (b)  file
      with
      the SEC 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 5(c) of the Investment Agreement)
      and the filing of such reports and other documents is required for the
      applicable provisions of Rule 144; and

     

    (c)  furnish
      to the
      Investor, promptly upon 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 Investor to sell such securities
      pursuant to Rule 144 without registration.

     

    Section
      9.  NO ASSIGNMENT
      OF REGISTRATION RIGHTS.

     

    The
      rights and obligations under this Agreement shall not be
      assignable.

     

    Section
      10.  AMENDMENT OF
      REGISTRATION RIGHTS.

     

    The
      provisions of this Agreement may be amended only with the written consent of
      the
      Company and Investor.

     

    Section
      11.   MISCELLANEOUS.

     

    (a)  Any
      notices or
      other communications required or permitted to be given under the terms of this
      Agreement that must be in writing will be deemed to have been delivered
(i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided
      a confirmation of
      transmission is mechanically or electronically generated and kept on file by
      the
      sending party); or (iii) one (1) day after deposit with a
      nationally recognized overnight delivery service, in each case properly
      addressed to the party to receive the same. The addresses and facsimile numbers
      for such communications shall be:

     

    If
      to the
      Company:

     

    Signet
      International Holdings, Inc. 

    205
      Worth
      Avenue, Suite 316 

    Palm
      Beach, Florida 33480
      

    Telephone:
      (561) 832-2000 

    Facsimile:
      (561)832-1287

     

    If
      to the
      Investor:

     

    Dutchess
      Private Equities Fund, Ltd. 

    50
      Commonwealth Ave, Suite 2 

    Boston,
      MA 02116

    Telephone:
      (617) 301-4700

    Facsimile:
      (617) 249-0947

     

    Each
      party shall provide five (5) business days prior notice to the other party
      of
      any change in address, phone number or facsimile number.

     

     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b)  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.

     

    (c)  This
      Agreement and the Transaction Documents 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.

     

    (d)  This
      Agreement and the Transaction Documents supersede all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof and thereof.

     

    (e)  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof. Whenever required by the context
      of this Agreement, the singular shall include the plural and masculine shall
      include the feminine. This Agreement shall not be construed as if it had been
      prepared by one of the parties, but rather as if all the parties had prepared
      the same.

     

    (f)  This
      Agreement may be executed in two or more identical 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.

     

    (g)  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.

     

    (h)  In
      case any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      excessive in scope or otherwise invalid or unenforceable, such provision shall
      be adjusted rather than voided, if possible, so that it is enforceable to the
      maximum extent possible, and the validity and enforceability of the remaining
      provisions of this Agreement will not in any way be affected or impaired
      thereby.

     

    Section
      12.  DISPUTES
      SUBJECT TO ARBITRATION GOVERNED BY MASSACHUSETTS LAW

     

    All
      disputes arising under this agreement shall be governed by and interpreted
      in
      accordance with the laws of the Commonwealth of Massachusetts, without regard
      to
      principles of conflict of laws. The parties to this agreement will submit all
      disputes arising under this agreement to arbitration in Boston, Massachusetts
      before a single arbitrator of the American Arbitration Association (“AAA”). The
      arbitrator shall be selected by application of the rules of the AAA, or by
      mutual agreement of the parties, except that such arbitrator shall be an
      attorney admitted to practice law in the Commonwealth of Massachusetts. No
      party
      to this agreement will challenge the jurisdiction or venue provisions as
      provided in this section. Nothing contained herein shall prevent the party
      from
      obtaining an injunction.

     

     

     

     

     

    
      
        
        

      

      
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    SIGNATURE
      PAGE OF REGISTRATION RIGHTS AGREEMENT

     

    Your
      signature on this Signature Page evidences your agreement to be bound by the
      terms and conditions of the Investment Agreement and the Registration Rights
      Agreement as of the date first written above.

     

    The
      undersigned signatory hereby certifies that he has read and understands the
      Registration Rights Agreement, and the representations made by the undersigned
      in this Registration Rights Agreement are true and accurate, and agrees to
      be
      bound by its terms.

     

     

    DUTCHESS
      PRIVATE EQUITIES FUND, LTD.,

     

                                    By:                                                           
      

                         
      Douglas H. Leighton, Director

     

     

    SIGNET
      INTERNATIONAL HOLDINGS, INC.

     

                                    
      By:                                                        


                                                                                                           
      Ernest W. Letiziano, CEO

     

     

     

    11