Exhibit 4.90


    

      Exhibit
        4.90

       

      REGISTRATION
        RIGHTS AGREEMENT

       

      REGISTRATION
        RIGHTS AGREEMENT (this “Agreement”),
        dated
        as of September 16, 2005, by and among Pacificap Entertainment Holdings,
        Inc., a
        Nevada corporation with its headquarters located at 12868 Via Latina, Del
        Mar,
        California 92014 (the “Company”),
        and
        each of the undersigned (together with their respective affiliates and any
        assignee or transferee of all of their respective rights hereunder, the
“Initial
        Investors”).
        

       

      WHEREAS:

       

      A.  In
        connection with the Securities Purchase Agreement by and among the parties
        hereto of even date herewith (the “Securities Purchase Agreement”), the Company
        has agreed, upon the terms and subject to the conditions contained therein,
        to
        issue and sell to the Initial Investors (i) secured
        convertible notes in the aggregate principal amount of up to Four Hundred
        and
        Fifty Thousand Dollars ($450,000) (the “Notes”) that are convertible into shares
        of the Company’s common stock (the “Common Stock”), upon the terms and subject
        to the limitations and conditions set forth in such Notes and (ii) warrants
        (the “Warrants”) to acquire an aggregate of 450,000 shares of Common Stock, upon
        the terms and conditions and subject to the limitations and conditions set
        forth
        in the Warrants; and

       

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

       

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

       

      1.  DEFINITIONS.

       

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

       

      (i)  “Investors”
means
        the Initial Investors and any transferee or assignee who agrees to become
        bound
        by the provisions of this Agreement in accordance with Section 9
        hereof.

       

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

       


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      


      


       

      (iii)  “Registrable
        Securities”
means
        the Conversion Shares issued or issuable upon conversion or otherwise pursuant
        to the Notes including, without limitation, Damages Shares (as defined in
        the
        Notes) issued or issuable pursuant to the Notes, shares of Common Stock issued
        or issuable in payment of the Standard Liquidated Damages Amount (as defined
        in
        the Securities Purchase Agreement), shares issued or issuable in respect
        of
        interest or in redemption of the Notes in accordance with the terms thereof)
        and
        Warrant Shares issuable, upon exercise or otherwise pursuant to the Warrants,
        and any shares of capital stock issued or issuable as a dividend on or in
        exchange for or otherwise with respect to any of the foregoing.

       

      (iv)  “Registration
        Statement”
means
        a
        registration statement of the Company under the 1933 Act.

       

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

       

      2.  REGISTRATION.

       

      a.  Mandatory
        Registration.
        The
        Company shall prepare, and, on or prior to thirty (30) days from the date
        of
        receipt of written demand of the Investors (the “Filing
        Date”),
        file
        with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not
        then
        available, on such form of Registration Statement as is then available to
        effect
        a registration of the Registrable Securities, subject to the consent of the
        Initial Investors, which consent will not be unreasonably withheld) covering
        the
        resale of the Registrable Securities underlying the Notes and Warrants issued
        or
        issuable pursuant to the Securities Purchase Agreement, which Registration
        Statement, to the extent allowable under the 1933 Act and the rules and
        regulations promulgated thereunder (including Rule 416), shall state that
        such
        Registration Statement also covers such indeterminate number of additional
        shares of Common Stock as may become issuable upon conversion of or otherwise
        pursuant to the Notes and exercise of the Warrants to prevent dilution resulting
        from stock splits, stock dividends or similar transactions. The number of
        shares
        of Common Stock initially included in such Registration Statement shall be
        no
        less than an amount equal to two (2) times the sum of the number of Conversion
        Shares that are then issuable upon conversion of the Notes and Additional
        Notes
        (based on the Variable Conversion Price as would then be in effect and assuming
        the Variable Conversion Price is the Conversion Price at such time), and
        the
        number of Warrant Shares that are then issuable upon exercise of the Warrants,
        without regard to any limitation on the Investor’s ability to convert the Notes
        or exercise the Warrants. The Company acknowledges that the number of shares
        initially included in the Registration Statement represents a good faith
        estimate of the maximum number of shares issuable upon conversion of the
        Notes
        and upon exercise of the Warrants. 

       

      b.  Underwritten
        Offering.
        If any
        offering pursuant to a Registration Statement pursuant to Section 2(a) hereof
        involves an underwritten offering, the Investors who hold a majority in interest
        of the Registrable Securities subject to such underwritten offering, with
        the
        consent of a majority-in-interest of the Initial Investors, shall have the
        right
        to select one

       

      legal
        counsel and an investment banker or bankers and manager or managers to
        administer the offering, which investment banker or bankers or manager or
        managers shall be reasonably satisfactory to the Company.

       


      
        
          
          

        

        
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      c.  Payments
        by the Company.
        The
        Company shall use its best efforts to obtain effectiveness of the Registration
        Statement as soon as practicable. If (i) the
        Registration Statement(s) covering the Registrable Securities required to
        be
        filed by the Company pursuant to Section 2(a) hereof is not filed by the
        Filing
        Date or declared effective by the SEC on or prior to ninety (90) days from
        the
        Filing Date, or (ii) after
        the Registration Statement has been declared effective by the SEC, sales
        of all
        of the Registrable Securities cannot be made pursuant to the Registration
        Statement, or (iii) the
        Common Stock is not listed or included for quotation on the Nasdaq National
        Market (“Nasdaq”),
        the
        Nasdaq SmallCap Market (“Nasdaq
        SmallCap”),
        the
        New York Stock Exchange (the “NYSE”)
        or the
        American Stock Exchange (the “AMEX”)
        after
        being so listed or included for quotation, or (iv) the
        Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the
        “OTCBB”)
        or any
        equivalent replacement exchange prior to being listed or included for quotation
        on one of the aforementioned markets, then the Company will make payments
        to the
        Investors in such amounts and at such times as shall be determined pursuant
        to
        this Section 2(c) as partial relief for the damages to the Investors by reason
        of any such delay in or reduction of their ability to sell the Registrable
        Securities (which remedy shall not be exclusive of any other remedies available
        at law or in equity). The Company shall pay to each holder of the Notes or
        Registrable Securities an amount equal to the then outstanding principal
        amount
        of the Notes (and, in the case of holders of Registrable Securities, the
        principal amount of Notes from which such Registrable Securities were converted)
        (“Outstanding
        Principal Amount”),
        multiplied by the Applicable Percentage (as defined below) times the sum
        of: (i)
        the number of months (prorated for partial months) after the Filing Date
        or the
        end of the aforementioned ninety (90) day period and prior to the date the
        Registration Statement is declared effective by the SEC, provided, however,
        that
        there shall be excluded from such period any delays which are solely
        attributable to changes required by the Investors in the Registration Statement
        with respect to information relating to the Investors, including, without
        limitation, changes to the plan of distribution, or to the failure of the
        Investors to conduct their review of the Registration Statement pursuant
        to
        Section 3(h) below in a reasonably prompt manner; (ii) the number of months
        (prorated for partial months) that sales of all of the Registrable Securities
        cannot be made pursuant to the Registration Statement after the Registration
        Statement has been declared effective (including, without limitation, when
        sales
        cannot be made by reason of the Company’s failure to properly supplement or
        amend the prospectus included therein in accordance with the terms of this
        Agreement, but excluding any days during an Allowed Delay (as defined in
        Section
        3(f)); and (iii) the number of months (prorated for partial months) that
        the
        Common Stock is not listed or included for quotation on the OTCBB, Nasdaq,
        Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the
        Registration Statement has been declared effective. The term “Applicable
        Percentage”
means
        two hundredths (.02). (For example, if the Registration Statement becomes
        effective one (1) month after the end of such ninety (90) day period, the
        Company would pay $5,000 for each $250,000 of Outstanding Principal Amount.
        If
        thereafter, sales could not be made pursuant to the Registration Statement
        for
        an additional period of one (1) month, the Company would pay an additional
        $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall
        be
        paid in cash or, at the Company’s option, in shares of Common Stock priced at
        the Conversion Price (as defined in the Notes) on such payment date.


       


      
        
          
          

        

        
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      d.  Piggy-Back
        Registrations.
        Subject
        to the last sentence of this Section 2(d), if at any time prior to the
        expiration of the Registration Period (as hereinafter defined) the Company
        shall
        determine to file with the SEC a Registration Statement relating to an offering
        for its own account or the account of others under the 1933 Act of any of
        its
        equity securities (other than on Form S-4 or Form S-8 or their then equivalents
        relating to equity securities to be issued solely in connection with any
        acquisition of any entity or business or equity securities issuable in
        connection with stock option or other bona fide
        employee
        benefit plans), the Company shall send to each Investor who is entitled to
        registration rights under this Section 2(d) written notice of such determination
        and, if within fifteen (15) days after the effective date of such notice,
        such
        Investor shall so request in writing, the Company shall include in such
        Registration Statement all or any part of the Registrable Securities such
        Investor requests to be registered, except that if, in connection with any
        underwritten public offering for the account of the Company the managing
        underwriter(s) thereof shall impose a limitation on the number of shares
        of
        Common Stock which may be included in the Registration Statement because,
        in
        such underwriter(s)’ judgment, marketing or other factors dictate such
        limitation is necessary to facilitate public distribution, then the Company
        shall be obligated to include in such Registration Statement only such limited
        portion of the Registrable Securities with respect to which such Investor
        has
        requested inclusion hereunder as the underwriter shall permit. Any exclusion
        of
        Registrable Securities shall be made pro rata among the Investors seeking
        to
        include Registrable Securities in proportion to the number of Registrable
        Securities sought to be included by such Investors; provided,
        however,
        that
        the Company shall not exclude any Registrable Securities unless the Company
        has
        first excluded all outstanding securities, the holders of which are not entitled
        to inclusion of such securities in such Registration Statement or are not
        entitled to pro rata inclusion with the Registrable Securities; and provided,
        further,
        however,
        that,
        after giving effect to the immediately preceding proviso, any exclusion of
        Registrable Securities shall be made pro rata with holders of other securities
        having the right to include such securities in the Registration Statement
        other
        than holders of securities entitled to inclusion of their securities in such
        Registration Statement by reason of demand registration rights. No right
        to
        registration of Registrable Securities under this Section 2(d) shall be
        construed to limit any registration required under Section 2(a) hereof. If
        an
        offering in connection with which an Investor is entitled to registration
        under
        this Section 2(d) is an underwritten offering, then each Investor whose
        Registrable Securities are included in such Registration Statement shall,
        unless
        otherwise agreed by the Company, offer and sell such Registrable Securities
        in
        an underwritten offering using the same underwriter or underwriters and,
        subject
        to the provisions of this Agreement, on the same terms and conditions as
        other
        shares of Common Stock included in such underwritten offering. Notwithstanding
        anything to the contrary set forth herein, the registration rights of the
        Investors pursuant to this Section 2(d) shall only be available in the event
        the
        Company fails to timely file, obtain effectiveness or maintain effectiveness
        of
        any Registration Statement to be filed pursuant to Section 2(a) in accordance
        with the terms of this Agreement.

       


      
        
          
          

        

        
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      e.  Eligibility
        for Form S-3, SB-2 or S-1; Conversion to Form S-3.
        The
        Company represents and warrants that it meets the requirements for the use
        of
        Form S-3, SB-2 or S-1 for registration of the sale by the Initial Investors
        and
        any other Investors of the Registrable Securities. The Company agrees to
        file
        all reports required to be filed by the Company with the SEC in a timely
        manner
        so as to remain eligible or become eligible, as the case may be, and thereafter
        to maintain its eligibility, for the use of Form S-3. If the Company is not
        currently eligible to use Form S-3, not later than five (5) business days
        after
        the Company first meets the registration eligibility and transaction
        requirements for the use of Form S-3 (or any successor form) for registration
        of
        the offer and sale by the Initial Investors and any other Investors of
        Registrable Securities, the Company shall file a Registration Statement on
        Form
        S-3 (or such successor form) with respect to the Registrable Securities covered
        by the Registration Statement on Form SB-2 or Form S-1, whichever is applicable,
        filed pursuant to Section 2(a) (and include in such Registration Statement
        on
        Form S-3 the information required by Rule 429 under the 1933 Act) or convert
        the
        Registration Statement on Form SB-2 or Form S-1, whichever is applicable,
        filed
        pursuant to Section 2(a) to a Form S-3 pursuant to Rule 429 under the 1933
        Act
        and cause such Registration Statement (or such amendment) to be declared
        effective no later than forty-five (45) days after filing. In the event of
        a
        breach by the Company of the provisions of this Section 2(e), the Company
        will
        be required to make payments pursuant to Section 2(c) hereof.

       

      3.  OBLIGATIONS
        OF THE COMPANY. 

       

      In
        connection with the registration of the Registrable Securities, the Company
        shall have the following obligations:

       

      a.  The
        Company shall prepare promptly, and file with the SEC not later than the
        Filing
        Date, a Registration Statement with respect to the number of Registrable
        Securities provided in Section 2(a), and thereafter use its best efforts
        to
        cause such Registration Statement relating to Registrable Securities to become
        effective as soon as possible after such filing but in no event later than
        ninety (90) days from the Filing Date), and keep the Registration Statement
        effective pursuant to Rule 415 at all times until such date as is the earlier
        of
        (i) the date on which all of the Registrable Securities have been sold and
        (ii)
        the date on which the Registrable Securities (in the opinion of counsel to
        the
        Initial Investors) may be immediately sold to the public without registration
        or
        restriction (including, without limitation, as to volume by each holder thereof)
        under the 1933 Act (the “Registration
        Period”),
        which
        Registration Statement (including any amendments or supplements thereto and
        prospectuses contained therein) shall not contain any untrue statement of
        a
        material fact or omit to state a material fact required to be stated therein,
        or
        necessary to make the statements therein not misleading.

       


      
        
          
          

        

        
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      b.  The
        Company shall prepare and file with the SEC such amendments (including
        post-effective amendments) and supplements to the Registration Statements
        and
        the prospectus used in connection with the Registration Statements as may
        be
        necessary to keep the Registration Statements effective at all times during
        the
        Registration Period, and, during such period, comply with the provisions
        of the
        1933 Act with respect to the disposition of all Registrable Securities of
        the
        Company covered by the Registration Statements until such time as all of
        such
        Registrable Securities have been disposed of in accordance with the intended
        methods of disposition by the seller or sellers thereof as set forth in the
        Registration Statements. In the event the number of shares available under
        a
        Registration Statement filed pursuant to this Agreement is insufficient to
        cover
        all of the Registrable Securities issued or issuable upon conversion of the
        Notes and exercise of the Warrants, the Company shall amend the 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
        fifteen (15) days after the necessity therefor arises (based on the market
        price
        of the Common Stock and other relevant factors on which the Company reasonably
        elects to rely). The Company shall use its best efforts to cause such amendment
        and/or new Registration Statement to become effective as soon as practicable
        following the filing thereof, but in any event within thirty (30) days after
        the
        date on which the Company reasonably first determines (or reasonably should
        have
        determined) the need therefor. The provisions of Section 2(c) above shall
        be
        applicable with respect to such obligation, with the ninety (90) days running
        from the day the Company reasonably first determines (or reasonably should
        have
        determined) the need therefor.

       

      c.  The
        Company shall furnish to each Investor whose Registrable Securities are included
        in a Registration Statement and its legal counsel (i) promptly
        (but in no event more than two (2) business days) after the same is prepared
        and
        publicly distributed, filed with the SEC, or received by the Company, one
        copy
        of each Registration Statement and any amendment thereto, each preliminary
        prospectus and prospectus and each amendment or supplement thereto, and,
        in the
        case of the Registration Statement referred to in Section 2(a), each letter
        written by or on behalf of the Company to the SEC or the staff of the SEC,
        and
        each item of correspondence from the SEC or the staff of the SEC, in each
        case
        relating to such Registration Statement (other than any portion of any thereof
        which contains information for which the Company has sought confidential
        treatment), and (ii) promptly
        (but in no event more than two (2) business days) after the Registration
        Statement is declared effective by the SEC, such number of copies of a
        prospectus, including a preliminary 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. The Company will immediately notify each Investor
        by
        facsimile of the effectiveness of each Registration Statement or any
        post-effective amendment. The Company will promptly (but in no event more
        than
        five (5) business days) respond to any and all comments received from the
        SEC
        (which comments shall promptly be made available to the Investors upon request),
        with a view towards causing each Registration Statement or any amendment
        thereto
        to be declared effective by the SEC as soon as practicable, shall promptly
        file
        an acceleration request as soon as practicable (but in no event more than
        two
        (2) business days) following the resolution or clearance of all SEC comments
        or,
        if applicable, following notification by the SEC that any such Registration
        Statement or any amendment thereto will not be subject to review and shall
        promptly file with the SEC a final prospectus as soon as practicable (but
        in no
        event more than two (2) business days) following receipt by the Company from
        the
        SEC of an order declaring the Registration Statement effective. In the event
        of
        a breach by the Company of the provisions of this Section 3(c), the Company
        will
        be required to make payments pursuant to Section 2(c) hereof.

       


      
        
          
          

        

        
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      d.  The
        Company shall use reasonable efforts to (i) register
        and qualify the Registrable Securities covered by the Registration Statements
        under such other securities or “blue sky” laws of such jurisdictions in the
        United States as the Investors who hold a majority in interest of the
        Registrable Securities being offered reasonably request, (ii) prepare
        and file in those jurisdictions such amendments (including post-effective
        amendments) and supplements to such registrations and qualifications as may
        be
        necessary to maintain the effectiveness thereof during the Registration Period,
        (iii) take
        such other actions as may be necessary to maintain such registrations 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 (a) qualify
        to do business in any jurisdiction where it would not otherwise be required
        to
        qualify but for this Section 3(d), (b) subject
        itself to general taxation in any such jurisdiction, (c) file
        a general consent to service of process in any such jurisdiction, (d) provide
        any undertakings that cause the Company undue expense or burden, or (e) make
        any change in its charter or bylaws, which in each case the Board of Directors
        of the Company determines to be contrary to the best interests of the Company
        and its shareholders.

       

      e.  In
        the
        event Investors who hold a majority-in-interest of the Registrable Securities
        being offered in the offering (with the approval of a majority-in-interest
        of
        the Initial Investors) select underwriters for the offering, the Company
        shall
        enter into and perform its obligations under an underwriting agreement, in
        usual
        and customary form, including, without limitation, customary indemnification
        and
        contribution obligations, with the underwriters of such offering.

       

      f.  As
        promptly as practicable after becoming aware of such event, the Company shall
        notify each Investor of the happening of any event, of which the Company
        has
        knowledge, as a result of which the prospectus included in any Registration
        Statement, as then in effect, includes an untrue statement of a material
        fact or
        omission to state a material fact required to be stated therein or necessary
        to
        make the statements therein not misleading, and use its best efforts promptly
        to
        prepare a supplement or amendment to any Registration Statement to correct
        such
        untrue statement or omission, and deliver such number of copies of such
        supplement or amendment to each Investor as such Investor may reasonably
        request; provided that, for not more than ten (10) consecutive trading days
        (or
        a total of not more than twenty (20) trading days in any twelve (12) month
        period), the Company may delay the disclosure of material non-public information
        concerning the Company (as well as prospectus or Registration Statement
        updating) the disclosure of which at the time is not, in the good faith opinion
        of the Company, in the best interests of the Company (an “Allowed
        Delay”);
        provided, further, that the Company shall promptly (i) notify
        the Investors in writing of the existence of (but in no event, without the
        prior
        written consent of an Investor, shall the Company disclose to such investor
        any
        of the facts or circumstances regarding) material non-public information
        giving
        rise to an Allowed Delay and (ii) advise
        the Investors in writing to cease all sales under such Registration Statement
        until the end of the Allowed Delay. Upon expiration of the Allowed Delay,
        the
        Company shall again be bound by the first sentence of this Section 3(f) with
        respect to the information giving rise thereto.

       

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

       


      
        
          
          

        

        
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      h.  The
        Company shall permit a single firm of counsel designated by the Initial
        Investors to review such Registration Statement and all amendments and
        supplements thereto (as well as all requests for acceleration or effectiveness
        thereof) a reasonable period of time prior to their filing with the SEC,
        and not
        file any document in a form to which such counsel reasonably objects and
        will
        not request acceleration of such Registration Statement without prior notice
        to
        such counsel. The sections of such Registration Statement covering information
        with respect to the Investors, the Investor’s beneficial ownership of securities
        of the Company or the Investors intended method of disposition of Registrable
        Securities shall conform to the information provided to the Company by each
        of
        the Investors.

       

      i.  The
        Company shall make generally available to its security holders as soon as
        practicable, but not later than ninety (90) days after the close of the period
        covered thereby, an earnings statement (in form complying with the provisions
        of
        Rule 158 under the 1933 Act) covering a twelve-month period beginning not
        later
        than the first day of the Company’s fiscal quarter next following the effective
        date of the Registration Statement.

       

      j.  At
        the
        request of any Investor, the Company shall furnish, on the date that Registrable
        Securities are delivered to an underwriter, if any, for sale in connection
        with
        any Registration Statement or, if such securities are not being sold by an
        underwriter, on the date of effectiveness thereof (i) an
        opinion, dated as of such date, from counsel representing the Company for
        purposes of such Registration Statement, in form, scope and substance as
        is
        customarily given in an underwritten public offering, addressed to the
        underwriters, if any, and the Investors and (ii) a
        letter, dated such date, from the Company’s independent certified public
        accountants in form and substance as is customarily given by independent
        certified public accountants to underwriters in an underwritten public offering,
        addressed to the underwriters, if any, and the Investors.

       

      k.  The
        Company shall make available for inspection by (i) any
        Investor, (ii) any
        underwriter participating in any disposition pursuant to a Registration
        Statement, (iii) one
        firm of attorneys and one firm of accountants or other agents retained by
        the
        Initial Investors, (iv) one
        firm of attorneys and one firm of accountants or other agents retained by
        all
        other Investors, and (v) one
        firm of attorneys retained by all such underwriters (collectively, the
“Inspectors”)
        all
        pertinent financial and other records, and pertinent corporate documents
        and
        properties of the Company, including without limitation, records of conversions
        by other holders of convertible securities issued by the Company and the
        issuance of stock to such holders pursuant to the conversions (collectively,
        the
“Records”),
        as
        shall be reasonably deemed necessary by each Inspector to enable each Inspector
        to exercise its due diligence responsibility, and cause the Company’s officers,
        directors and employees to supply all information which any Inspector may
        reasonably request for purposes of such due diligence; provided,
        however,
        that
        each Inspector shall hold in confidence and shall not make any disclosure
        (except to an Investor) of any Record or other information which the Company
        determines in good faith to be confidential, and of which determination the
        Inspectors are so notified, unless (a) the
        disclosure of such Records is necessary to avoid or correct a misstatement
        or
        omission in any Registration Statement, (b) the
        release of such Records is ordered pursuant to a subpoena or other order
        from a
        court or government body of competent jurisdiction, or (c) the
        information in such Records has been made generally available to the public
        other than by disclosure in violation of this or any other agreement. The
        Company shall not be required to disclose any confidential information in
        such
        Records to any Inspector until and unless such Inspector shall have entered
        into
        confidentiality agreements (in form and substance satisfactory to the Company)
        with the Company with respect thereto, substantially in the form of this
        Section
        3(k). Each Investor agrees that it shall, upon learning that disclosure of
        such
        Records is sought in or by a court or governmental body of competent
        jurisdiction or through other means, give prompt notice to the Company and
        allow
        the Company, at its expense, to undertake appropriate action to prevent
        disclosure of, or to obtain a protective order for, the Records deemed
        confidential. Nothing herein (or in any other confidentiality agreement between
        the Company and any Investor) shall be deemed to limit the Investor’s ability to
        sell Registrable Securities in a manner which is otherwise consistent with
        applicable laws and regulations. 

       


      
        
          
          

        

        
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      l.  The
        Company shall hold in confidence and not make any disclosure of information
        concerning an Investor provided to the Company unless (i) disclosure
        of such information is necessary to comply with federal or state securities
        laws, (ii) the
        disclosure of such information is necessary to avoid or correct a misstatement
        or omission in any Registration Statement, (iii) the
        release of such information is ordered pursuant to a subpoena or other order
        from a court or governmental body of competent jurisdiction, or (iv) such
        information has been made generally available to the public other than by
        disclosure in violation of this or any other agreement. The Company agrees
        that
        it shall, upon learning that disclosure of such information concerning an
        Investor is sought in or by a court or governmental body of competent
        jurisdiction or through other means, give prompt notice to such Investor
        prior
        to making such disclosure, and allow the Investor, at its expense, to undertake
        appropriate action to prevent disclosure of, or to obtain a protective order
        for, such information.

       

      m.  The
        Company shall (i) cause
        all the Registrable Securities covered by the Registration Statement to be
        listed on each national securities exchange on which securities of the same
        class or series issued by the Company are then listed, if any, if the listing
        of
        such Registrable Securities is then permitted under the rules of such exchange,
        or (ii) to
        the extent the securities of the same class or series are not then listed
        on a
        national securities exchange, secure the designation and quotation, of all
        the
        Registrable Securities covered by the Registration Statement on Nasdaq or,
        if
        not eligible for Nasdaq, on Nasdaq SmallCap or, if not eligible for Nasdaq
        or
        Nasdaq SmallCap, on the OTCBB and, without limiting the generality of the
        foregoing, to arrange for at least two market makers to register with the
        National Association of Securities Dealers, Inc. (“NASD”)
        as
        such with respect to such Registrable Securities.

       

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

       

      o.  The
        Company shall cooperate with the Investors who hold Registrable Securities
        being
        offered and the managing underwriter or underwriters, if any, to facilitate
        the
        timely preparation and delivery of certificates (not bearing any restrictive
        legends) representing Registrable Securities to be offered pursuant to a
        Registration Statement and enable such certificates to be in such denominations
        or amounts, as the case may be, as the managing underwriter or underwriters,
        if
        any, or the Investors may reasonably request and registered in such names
        as the
        managing underwriter or underwriters, if any, or the Investors may request,
        and,
        within three (3) 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 copies to the Investors
        whose Registrable Securities are included in such Registration Statement)
        an
        instruction in the form attached hereto as Exhibit
        1
        and an
        opinion of such counsel in the form attached hereto as Exhibit 2.

       

      p.  At
        the
        request of the holders of a majority-in-interest of the Registrable Securities,
        the Company shall prepare and file with the SEC such amendments (including
        post-effective amendments) and supplements to a Registration Statement and
        any
        prospectus used in connection with the Registration Statement as may be
        necessary in order to change the plan of distribution set forth in such
        Registration Statement.

       


      
        
          
          

        

        
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      q.  From
        and
        after the date of this Agreement, the Company shall not, and shall not agree
        to,
        allow the holders of any securities of the Company to include any of their
        securities in any Registration Statement under Section 2(a) hereof or any
        amendment or supplement thereto under Section 3(b) hereof without the consent
        of
        the holders of a majority-in-interest of the Registrable
        Securities.

       

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

       

      4.  OBLIGATIONS
        OF THE INVESTORS.

       

      In
        connection with the registration of the Registrable Securities, the Investors
        shall have the following obligations:

       

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

       

      b.  Each
        Investor, by such 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 Statements hereunder,
        unless
        such Investor has notified the Company in writing of such Investor’s election to
        exclude all of such Investor’s Registrable Securities from the Registration
        Statements.

       

      c.  In
        the
        event Investors holding a majority-in-interest of the Registrable Securities
        being registered (with the approval of the Initial Investors) determine to
        engage the services of an underwriter, each Investor agrees to enter into
        and
        perform such Investor’s obligations under an underwriting agreement, in usual
        and customary form, including, without limitation, customary indemnification
        and
        contribution obligations, with the managing underwriter of such offering
        and
        take such other actions as are reasonably required in order to expedite or
        facilitate the disposition of the Registrable Securities, unless such Investor
        has notified the Company in writing of such Investor’s election to exclude all
        of such Investor’s Registrable Securities from such Registration
        Statement.

       


      
        
          
          

        

        
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      d.  Each
        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), such
        Investor will immediately discontinue disposition of Registrable Securities
        pursuant to the Registration Statement covering such Registrable Securities
        until such 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, such 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 such Investor’s possession, of the prospectus covering such
        Registrable Securities current at the time of receipt of such
        notice.

       

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

       

      5.  EXPENSES
        OF REGISTRATION.

       

      All
        reasonable expenses, other than underwriting discounts and commissions, incurred
        in connection with registrations, filings or qualifications pursuant to Sections
        2 and 3, including, without limitation, all registration, listing and
        qualification fees, printers and accounting fees, the fees and disbursements
        of
        counsel for the Company, and the reasonable fees and disbursements of one
        counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h)
        hereof shall be borne by the Company.

       

      6.  INDEMNIFICATION.
        

       

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

       


      
        
          
          

        

        
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      a.  To
        the
        extent permitted by law, the Company will indemnify, hold harmless and defend
        (i) each
        Investor who holds such Registrable Securities, (ii) the
        directors, officers, partners, employees, agents and each person who controls
        any Investor within the meaning of the 1933 Act or the Securities Exchange
        Act
        of 1934, as amended (the “1934
        Act”),
        if
        any, (iii) any
        underwriter (as defined in the 1933 Act) for the Investors, and (iv) the
        directors, officers, partners, employees and each person who controls any
        such
        underwriter within the meaning of the 1933 Act or the 1934 Act, if any (each,
        an
“Indemnified
        Person”),
        against any joint or several losses, claims, damages, liabilities or expenses
        (collectively, together with actions, proceedings or inquiries by any regulatory
        or self-regulatory organization, whether commenced or threatened, in respect
        thereof, “Claims”)
        to
        which any of them may become subject insofar as such Claims arise out of
        or are
        based upon: (i) any untrue statement or alleged untrue statement of a material
        fact in a Registration Statement or the omission or alleged omission to state
        therein a material fact required to be stated or necessary to make the
        statements therein not misleading; (ii) any untrue statement or alleged untrue
        statement of a material fact contained in any preliminary prospectus if used
        prior to the effective date of such Registration Statement, or contained
        in the
        final prospectus (as amended or supplemented, if the Company files any amendment
        thereof or supplement thereto with the 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 (the matters in the foregoing clauses
        (i)
        through (iii) being, collectively, “Violations”).
        Subject to the restrictions set forth in Section 6(c) with respect to the
        number
        of legal counsel, the Company shall reimburse the Indemnified 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 occurs in reliance upon and in conformity with information
        furnished in writing to the Company by any Indemnified Person or underwriter
        for
        such Indemnified Person expressly for use in connection with the preparation
        of
        such Registration Statement or any such amendment thereof or supplement thereto,
        if such prospectus was timely made available by the Company pursuant to Section
        3(c) hereof; (ii) shall not apply to amounts paid in settlement of any Claim
        if
        such settlement is effected without the prior written consent of the Company,
        which consent shall not be unreasonably withheld; and (iii) with respect
        to any
        preliminary prospectus, shall not inure to the benefit of any Indemnified
        Person
        if the untrue statement or omission of material fact contained in the
        preliminary prospectus was corrected on a timely basis in the prospectus,
        as
        then amended or supplemented, such corrected prospectus was timely made
        available by the Company pursuant to Section 3(c) hereof, and the Indemnified
        Person was promptly advised in writing not to use the incorrect prospectus
        prior
        to the use giving rise to a Violation and such Indemnified Person,
        notwithstanding such advice, used it. Such indemnity shall remain in full
        force
        and effect regardless of any investigation made by or on behalf of the
        Indemnified Person and shall survive the transfer of the Registrable Securities
        by the Investors pursuant to Section 9.

       

      b.  In
        connection with any Registration Statement in which an Investor is
        participating, each such Investor agrees severally and not jointly to indemnify,
        hold harmless and defend, to the same extent and in the same manner 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, any underwriter and any other
        shareholder selling securities pursuant to the Registration Statement or
        any of
        its directors or officers or any person who controls such shareholder or
        underwriter within the meaning of the 1933 Act or the 1934 Act (collectively
        and
        together with an Indemnified Person, an “Indemnified
        Party”),
        against any Claim to which any of them may become subject, under the 1933
        Act,
        the 1934 Act or otherwise, insofar as such Claim arises out of or is based
        upon
        any Violation by such Investor, in each case to the extent (and only to the
        extent) that such Violation occurs in reliance upon and in conformity with
        written information furnished to the Company by such Investor expressly for
        use
        in connection with such Registration Statement; and subject to Section 6(c)
        such
        Investor will reimburse any legal or other expenses (promptly as such expenses
        are incurred and are due and payable) 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) shall not apply to
        amounts paid in settlement of any Claim if such settlement is effected without
        the prior written consent of such Investor, which consent shall not be
        unreasonably withheld; provided,
        further,
        however,
        that
        the Investor shall be liable under this Agreement (including this Section
        6(b)
        and Section 7) for only that amount 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 transfer of the Registrable Securities by the Investors
        pursuant to Section 9. 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 was corrected on a timely basis in the prospectus,
        as then amended or supplemented.

       


      
        
          
          

        

        
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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 (including any governmental action),
        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 indemnifying party, the
        representation by such 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 separate legal counsel for the Indemnified Persons
        or the Indemnified Parties, as applicable, and such legal counsel shall be
        selected by Investors holding a majority-in-interest of the Registrable
        Securities included in the Registration Statement to which the Claim relates
        (with the approval of a majority-in-interest of the Initial Investors), if
        the
        Investors are entitled to indemnification hereunder, or the Company, if the
        Company is entitled to indemnification hereunder, as applicable. 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 actually 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
(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 such fraudulent
        misrepresentation, and (iii)contribution
        (together with any indemnification or other obligations under this Agreement)
        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.

       


      
        
          
          

        

        
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      8.  REPORTS
        UNDER THE 1934 ACT.

       

      With
        a
        view to making available to the Investors 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 investors to sell securities of the Company to the
        public
        without registration (“Rule
        144”),
        the
        Company agrees to:

       

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

       

      b.  file
        with
        the 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 4(c) of the Securities Purchase
        Agreement) and the filing of such reports and other documents is required
        for
        the applicable provisions of Rule 144; and

       

      c.  furnish
        to each Investor so long as such 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 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 Investors
        to sell
        such securities pursuant to Rule 144 without registration.

       

      9.  ASSIGNMENT
        OF REGISTRATION RIGHTS.

       

      The
        rights under this Agreement shall be automatically assignable by the Investors
        to any transferee of all or any portion of Registrable Securities if:
        (i) the Investor agrees in writing with the transferee or assignee to
        assign such rights, and a copy of such agreement is furnished to the Company
        within a reasonable time after such assignment, (ii) the Company is, within
        a reasonable time after such transfer or assignment, furnished with written
        notice of (a) the
        name and address of such transferee or assignee, and (b) the
        securities with respect to which such registration rights are being transferred
        or assigned, (iii) following such transfer or assignment, the further
        disposition of such securities by the transferee or assignee is restricted
        under
        the 1933 Act and applicable state securities laws, (iv) at or before the
        time
        the Company receives the written notice contemplated by clause (ii) of this
        sentence, the transferee or assignee agrees in writing with the Company to
        be
        bound by all of the provisions contained herein, (v) such transfer shall
        have
        been made in accordance with the applicable requirements of the Securities
        Purchase Agreement, and (vi) such transferee shall be an “accredited
        investor”
as
        that
        term defined in Rule 501 of Regulation D promulgated under the 1933
        Act.

       


      
        
          
          

        

        
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      10.  AMENDMENT
        OF REGISTRATION RIGHTS. 

       

      Provisions
        of this Agreement may be amended and the observance thereof may be waived
        (either generally or in a particular instance and either retroactively or
        prospectively), only with written consent of the Company, each of the Initial
        Investors (to the extent such Initial Investor still owns Registrable
        Securities) and Investors who hold a majority interest of the Registrable
        Securities. Any amendment or waiver effected in accordance with this Section
        10
        shall be binding upon each Investor and the Company.

       

      11.  MISCELLANEOUS.

       

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

       

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

       

      If
        to the
        Company:

       

                      Pacificap
        Entertainment Holdings, Inc. 

                              12868
        Via Latina Del
        Mar, California 92014 

                              Attention: 
        President 

                          Telephone:
        858 481-2207


                               Fascimile:
        858
        481-2207

       

      12868
        

       

      Del

       

       

       

       

       

       


      
        
          
          

        

        
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      With
        a
        copy to: 

       

      Sichenzia
        Ross Friedman Ference LLP

      1065
        Avenue of the Americas

      New
        York,
        New York 10018

      Attention:
        Gregory Sichenzia, Esq.

      Telephone:
        212-930-9700

      Facsimile:
        212-930-9725

      


       

      If
        to an
        Investor: to the address set forth immediately below such Investor’s name on the
        signature pages to the Securities Purchase Agreement. 

       

      With
        a
        copy to:

                      Ballard
        Spahr Andrews
& Ingersoll, LLP

                      1735
        Market
        Street

                      51st
        Floor

                      Philadelphia,
        Pennsylvania 19103

                      Attention:
        Gerald J.
        Guarcini, Esq.

                      Telephone:
        215-865-8625

                      Facsimile:
        215-864-8999

                      Email:
        guarcini@ballardspahr.com

       

      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 ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
        THE
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
        OF
        LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
        UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH RESPECT TO ANY
        DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
        HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
        IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
        OF
        SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
        UPON
        A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
        SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
        HEREIN
        SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
        BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
        SUIT
        OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
        BY
        SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES
        NOT
        PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE
        FOR ALL
        FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
        IN CONNECTION WITH SUCH DISPUTE.

       


      
        
          
          

        

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

       

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

       

      g.  Subject
        to the requirements of Section 9 hereof, this Agreement shall be binding
        upon
        and inure to the benefit of the parties and their successors and
        assigns.

       

      h.  The
        headings in this Agreement are for convenience of reference only and shall
        not
        form part of, or affect the interpretation of, this Agreement.

       

      i.  This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original but all of which shall constitute one and the same agreement
        and shall become effective when counterparts have been signed by each party
        and
        delivered to the other party. 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.

       

      j.  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.

       

      k.  Except
        as
        otherwise provided herein, all consents and other determinations to be made
        by
        the Investors pursuant to this Agreement shall be made by Investors holding
        a
        majority of the Registrable Securities, determined as if the all of the Notes
        then outstanding have been converted into for Registrable
        Securities.

       

      l.  The
        Company acknowledges that a breach by it of its obligations hereunder will
        cause
        irreparable harm to each Investor by vitiating the intent and purpose of
        the
        transactions contemplated hereby. Accordingly, the Company acknowledges that
        the
        remedy at law for breach of its obligations under this Agreement will be
        inadequate and agrees, in the event of a breach or threatened breach by the
        Company of any of the provisions under this Agreement, that each Investor
        shall
        be entitled, in addition to all other available remedies in law or in equity,
        and in addition to the penalties assessable herein, to an injunction or
        injunctions restraining, preventing or curing any breach of this Agreement
        and
        to enforce specifically the terms and provisions hereof, without the necessity
        of showing economic loss and without any bond or other security being
        required.

       


      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      


      


       

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

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       


      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        Company and the undersigned Initial Investors have caused this Agreement
        to be
        duly executed as of the date first above written.

       

      PACIFICAP
        ENTERTAINMENT 

       

      HOLDINGS,
        INC.

       

      /s/
        ED
        LITWAK

      Ed
        Litwak

      President

       

      AJW
        PARTNERS, LLC

      By:
        SMS
        Group, LLC

       

      /s/
        COREY S. RIBOTSKY

      Corey
        S.
        Ribotsky

      Manager
        

       

      AJW
        OFFSHORE, LTD.

      By:
        First
        Street Manager II, LLC

      


      /s/
        COREY S. RIBOTSKY

      Corey
        S.
        Ribotsky

      Manager

      


      


      AJW
        QUALIFIED PARTNERS, LLC

      By:
        AJW
        Manager, LLC

      


      


      


      /s/
        COREY S. RIBOTSKY

      Corey
        S.
        Ribotsky

      Manager

      


      


      NEW
        MILLENNIUM CAPITAL PARTNERS, II, LLC

      By:
        First
        Street Manager II, LLC

      


      /s/
        COREY S. RIBOTSKY

      Corey
        S.
        Ribotsky

      Manager