REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of April 27, 2006, among Paxton Energy, Inc. a Nevada
corporation (the "Company"), and the several purchasers signatory hereto (each
such purchaser is a "Purchaser" and collectively, the "Purchasers").

                  This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof between the Company and each Purchaser
(the "Purchase Agreement").

                  The Company and each Purchaser hereby agrees as follows:

         1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:

                  "Advice" shall have the meaning set forth in Section 6(d).

                  "Effectiveness Date" means, with respect to the initial
         Registration Statement required to be filed hereunder, October 1, 2006
         and, with respect to any additional Registration Statements that may be
         required pursuant to Section 3(c), the 90th calendar day following the
         date on which the Company first knows, or reasonably should have known,
         that such additional Registration Statement is required hereunder;
         provided, however, in the event the Company is notified by the staff of
         the Commission that one of the above Registration Statements will not
         be reviewed or is no longer subject to further review and comments, the
         Effectiveness Date as to such Registration Statement shall be the fifth
         Trading Day following the date on which the Company is so notified if
         such date precedes the dates required above.

                  "Effectiveness Period" shall have the meaning set forth in
         Section 2(a).

                  "Event" shall have the meaning set forth in Section 2(b).

                  "Event Date" shall have the meaning set forth in Section 2(b).

                  "Filing Date" means, with respect to the initial Registration
         Statement required hereunder, June 30, 2006 and, with respect to any
         additional Registration Statements that may be required pursuant to
         Section 3(c), the 30th day following the date on which the Company
         first knows, or reasonably should have known that such additional
         Registration Statement is required hereunder.

                  "Holder" or "Holders" means the holder or holders, as the case
         may be, from time to time of Registrable Securities.

                  "Indemnified Party" shall have the meaning set forth in
         Section 5(c).

                  "Indemnifying Party" shall have the meaning set forth in
         Section 5(c).

                  "Losses" shall have the meaning set forth in Section 5(a).

                  "Plan of Distribution" shall have the meaning set forth in
         Section 2(a).

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

                  "Registrable Securities" means all of (i) the Shares issuable,
         (ii) the Warrant Shares issuable, (iii) any additional shares issuable
         in connection with any anti-dilution provisions in the Warrants
         (without giving effect to any limitations on exercise set forth in the
         Warrant) and (iv) any shares of Common Stock issued or issuable upon
         any stock split, dividend or other distribution, recapitalization or
         similar event with respect to the foregoing.

                  "Registration Statement" means the registration statements
         required to be filed hereunder and any additional registration
         statements contemplated by Section 3(c), including (in each case) the
         Prospectus, amendments and supplements to such registration statement
         or Prospectus, including pre- and post-effective amendments, all
         exhibits thereto, and all material incorporated by reference or deemed
         to be incorporated by reference in such registration statement.

                  "Rule 415" means Rule 415 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same purpose and effect as such
         Rule.

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

                  "Selling Shareholder Questionnaire" shall have the meaning set
         forth in Section 3(a).

         2. Shelf Registration.

                  (a) On or prior to each Filing Date, the Company shall prepare
         and file with the Commission a "Shelf" Registration Statement covering
         the resale of 130% of the Registrable Securities on such Filing Date
         for an offering to be made on a continuous basis pursuant to Rule 415.
         The Registration Statement shall be on Form S-3 (except if the Company
         is not then eligible to register for resale the Registrable Securities
         on Form S-3, in which case such registration shall be on another
         appropriate form in accordance herewith) and shall contain (unless
         otherwise directed by at least an 85% majority in interest of the
         Holders) substantially the "Plan of Distribution" attached hereto as
         Annex A. Subject to the terms of this Agreement, the Company shall use
         its best efforts to cause a Registration Statement to be declared
         effective under the Securities Act as promptly as possible after the
         filing thereof, but in any event prior to the applicable Effectiveness
         Date, and shall use its best efforts to keep such Registration
         Statement continuously effective under the Securities Act until all
         Registrable Securities covered by such Registration Statement have been
         sold, or may be sold without volume restrictions pursuant to Rule
         144(k), as determined by the counsel to the Company pursuant to a
         written opinion letter to such effect, addressed and acceptable to the
         Company's transfer agent and the affected Holders (the "Effectiveness
         Period"). The Company shall telephonically request effectiveness of a
         Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The
         Company shall immediately notify the Holders via facsimile of the
         effectiveness of a Registration Statement on the same Trading Day that
         the Company telephonically confirms effectiveness with the Commission,

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<PAGE>

         which shall be the date requested for effectiveness of a Registration
         Statement. The Company shall, by 9:30 am Eastern Time on the Trading
         Day after the Effective Date (as defined in the Purchase Agreement),
         file a final Prospectus with the Commission as required by Rule 424.
         Failure to so notify the Holder within one Trading Day of such
         notification or effectiveness or failure to file a final Prospectus as
         aforesaid shall be deemed an Event under Section 2(b).

                  (b) If: (i) a Registration Statement is not filed on or prior
         to its Filing Date (if the Company files a Registration Statement
         without affording the Holders the opportunity to review and comment on
         the same as required by Section 3(a), the Company shall not be deemed
         to have satisfied this clause (i)), or (ii) the Company fails to file
         with the Commission a request for acceleration in accordance with Rule
         461 promulgated under the Securities Act, within five Trading Days of
         the date that the Company is notified (orally or in writing, whichever
         is earlier) by the Commission that a Registration Statement will not be
         "reviewed," or not subject to further review, or (iii) prior to its
         Effectiveness Date, the Company fails to file a pre-effective amendment
         and otherwise respond in writing to comments made by the Commission in
         respect of such Registration Statement within 20 calendar days after
         the receipt of comments by or notice from the Commission that such
         amendment is required in order for a Registration Statement to be
         declared effective, or (iv) a Registration Statement filed or required
         to be filed hereunder is not declared effective by the Commission by
         its Effectiveness Date, or (v) after the Effectiveness Date, a
         Registration Statement ceases for any reason to remain continuously
         effective as to all Registrable Securities for which it is required to
         be effective, or the Holders are otherwise not permitted to utilize the
         Prospectus therein to resell such Registrable Securities for more than
         15 consecutive calendar days or more than an aggregate of 30 calendar
         days during any 12-month period (which need not be consecutive calendar
         days) (any such failure or breach being referred to as an "Event", and
         for purposes of clause (i) or (iv) the date on which such Event occurs,
         or for purposes of clause (ii) the date on which such five Trading Day
         period is exceeded, or for purposes of clause (iii) the date which such
         20 calendar day period is exceeded, or for purposes of clause (v) the
         date on which such 15 or 30 calendar day period, as applicable, is
         exceeded being referred to as "Event Date"), then in addition to any
         other rights the Holders may have hereunder or under applicable law, on
         each such Event Date and on each monthly anniversary of each such Event
         Date (if the applicable Event shall not have been cured by such date)
         until the applicable Event is cured, the Company shall pay to each
         Holder an amount in cash, as partial liquidated damages and not as a
         penalty, equal to 1% of the aggregate purchase price paid by such
         Holder pursuant to the Purchase Agreement for any Registrable
         Securities then held by such Holder, up to a maximum of 18% per Holder
         of the aggregate purchase price paid by such Holder pursuant to the
         Purchase Agreement. If the Company fails to pay any partial liquidated
         damages pursuant to this Section in full within seven days after the
         date payable, the Company will pay interest thereon at a rate of 15%
         per annum (or such lesser maximum amount that is permitted to be paid
         by applicable law) to the Holder, accruing daily from the date such
         partial liquidated damages are due until such amounts, plus all such
         interest thereon, are paid in full. The partial liquidated damages
         pursuant to the terms hereof shall apply on a daily pro-rata basis for
         any portion of a month prior to the cure of an Event.

         3. Registration Procedures

                  In connection with the Company's registration obligations
         hereunder, the Company shall:

                  (a) Not less than seven Trading Days prior to the filing of
         each Registration Statement and not less than 1 Trading Day prior to
         the filing of any related Prospectus or any amendment or supplement
         thereto (including any document that would be incorporated or deemed to
         be incorporated therein by reference), the Company shall, (i) furnish
         to each Holder copies of the plan of distribution and selling
         stockholder sections thereof, and any other sections of such documents
         proposed to be filed that reference the Holders or otherwise describe

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<PAGE>

         the Transaction Documents, which documents (other than those
         incorporated or deemed to be incorporated by reference) will be subject
         to the review of such Holders, and (ii) cause its officers and
         directors, counsel and independent certified public accountants to
         respond to such inquiries as shall be necessary, in the reasonable
         opinion of respective counsel to each Holder to conduct a reasonable
         investigation within the meaning of the Securities Act. The Company
         shall not file a Registration Statement or any such Prospectus or any
         amendments or supplements thereto to which the Holders of a majority of
         the Registrable Securities shall reasonably object in good faith,
         provided that, the Company is notified of such objection in writing no
         later than 5 Trading Days after the Holders have been so furnished
         copies of a Registration Statement or 1 Trading Day after the Holders
         have been so furnished copies of any related Prospectus or amendment or
         supplement thereto. Each Holder agrees to furnish to the Company a
         completed Questionnaire in the form attached to this Agreement as Annex
         B (a "Selling Shareholder Questionnaire") not less than two Trading
         Days prior to the Filing Date or by the end of the fourth Trading Day
         following the date on which such Holder receives draft materials in
         accordance with this Section.

                  (b) (i) Prepare and file with the Commission such amendments,
         including post-effective amendments, to a Registration Statement and
         the Prospectus used in connection therewith as may be necessary to keep
         a Registration Statement continuously effective as to the applicable
         Registrable Securities for the Effectiveness Period and prepare and
         file with the Commission such additional Registration Statements in
         order to register for resale under the Securities Act all of the
         Registrable Securities; (ii) cause the related Prospectus to be amended
         or supplemented by any required Prospectus supplement (subject to the
         terms of this Agreement), and as so supplemented or amended to be filed
         pursuant to Rule 424; (iii) respond as promptly as reasonably possible
         to any comments received from the Commission with respect to a
         Registration Statement or any amendment thereto and as promptly as
         reasonably possible provide the Holders true and complete copies of all
         correspondence from and to the Commission relating to a Registration
         Statement (provided that the Company may excise any information
         contained therein that would constitute material non-public information
         as to any Holder that has not executed a confidentiality agreement with
         the Company); and (iv) comply in all material respects with the
         provisions of the Securities Act and the Exchange Act with respect to
         the disposition of all Registrable Securities covered by a Registration
         Statement during the applicable period in accordance (subject to the
         terms of this Agreement) with the intended methods of disposition by
         the Holders thereof set forth in such Registration Statement as so
         amended or in such Prospectus as so supplemented.

                  (c) If during the Effectiveness Period, the number of
         Registrable Securities at any time exceeds 90% of the number of shares
         of Common Stock then registered in a Registration Statement, file as
         soon as reasonably practicable but in any case prior to the applicable
         Filing Date, an additional Registration Statement covering the resale
         by the Holders of not less than 130% of the number of such Registrable
         Securities.

                  (d) Notify the Holders of Registrable Securities to be sold
         (which notice shall, pursuant to clauses (iii) through (vi) hereof, be
         accompanied by an instruction to suspend the use of the Prospectus
         until the requisite changes have been made) as promptly as reasonably
         possible (and, in the case of (i)(A) below, not less than 1 Trading Day
         prior to such filing) and (if requested by any such Person) confirm
         such notice in writing no later than one Trading Day following the day
         (i)(A) when a Prospectus or any Prospectus supplement or post-effective
         amendment to a Registration Statement is proposed to be filed; (B) when
         the Commission notifies the Company whether there will be a "review" of

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<PAGE>

         such Registration Statement and whenever the Commission comments in
         writing on such Registration Statement; and (C) with respect to a
         Registration Statement or any post-effective amendment, when the same
         has become effective; (ii) of any request by the Commission or any
         other Federal or state governmental authority for amendments or
         supplements to a Registration Statement or Prospectus or for additional
         information; (iii) of the issuance by the Commission or any other
         federal or state governmental authority of any stop order suspending
         the effectiveness of a Registration Statement covering any or all of
         the Registrable Securities or the initiation of any Proceedings for
         that purpose; (iv) of the receipt by the Company of any notification
         with respect to the suspension of the qualification or exemption from
         qualification of any of the Registrable Securities for sale in any
         jurisdiction, or the initiation or threatening of any Proceeding for
         such purpose; (v) of the occurrence of any event or passage of time
         that makes the financial statements included in a Registration
         Statement ineligible for inclusion therein or any statement made in a
         Registration Statement or Prospectus or any document incorporated or
         deemed to be incorporated therein by reference untrue in any material
         respect or that requires any revisions to a Registration Statement,
         Prospectus or other documents so that, in the case of a Registration
         Statement or the Prospectus, as the case may be, it will not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading; and (vi) the occurrence or existence of any pending
         corporate development with respect to the Company that the Company
         believes may be material and that, in the determination of the Company,
         makes it not in the best interest of the Company to allow continued
         availability of a Registration Statement or Prospectus; provided that
         any and all of such information shall remain confidential to each
         Holder until such information otherwise becomes public, unless
         disclosure by a Holder is required by law; provided, further,
         notwithstanding each Holder's agreement to keep such information
         confidential, the Holders make no acknowledgement that any such
         information is material, non-public information.

                  (e) Use its best efforts to avoid the issuance of, or, if
         issued, obtain the withdrawal of (i) any order suspending the
         effectiveness of a Registration Statement, or (ii) any suspension of
         the qualification (or exemption from qualification) of any of the
         Registrable Securities for sale in any jurisdiction, at the earliest
         practicable moment.

                  (f) Furnish to each Holder, without charge, at least one
         conformed copy of each such Registration Statement and each amendment
         thereto, including financial statements and schedules, all documents
         incorporated or deemed to be incorporated therein by reference to the
         extent requested by such Person, and all exhibits to the extent
         requested by such Person (including those previously furnished or
         incorporated by reference) promptly after the filing of such documents
         with the Commission.

                  (g) Subject to the terms of this Agreement, consent to the use
         of such Prospectus and each amendment or supplement thereto by each of
         the selling Holders in connection with the offering and sale of the
         Registrable Securities covered by such Prospectus and any amendment or
         supplement thereto, except after the giving of any notice pursuant to
         Section 3(d).

                  (h) If NASDR Rule 2710 requires any broker-dealer to make a
         filing prior to executing a sale by a Holder, (i) make an Issuer Filing
         with the NASDR, Inc. Corporate Financing Department pursuant to
         proposed NASDR Rule 2710(b)(10)(A)(i), (ii) respond within five Trading
         Days to any comments received from NASDR in connection therewith, and
         (iii) pay the filing fee required in connection therewith.

                  (i) Prior to any resale of Registrable Securities by a Holder,
         use its commercially reasonable efforts to register or qualify or
         cooperate with the selling Holders in connection with the registration
         or qualification (or exemption from the Registration or qualification)
         of such Registrable Securities for the resale by the Holder under the
         securities or Blue Sky laws of such jurisdictions within the United

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         States as any Holder reasonably requests in writing, to keep each
         registration or qualification (or exemption therefrom) effective during
         the Effectiveness Period and to do any and all other acts or things
         reasonably necessary to enable the disposition in such jurisdictions of
         the Registrable Securities covered by each Registration Statement;
         provided, that the Company shall not be required to qualify generally
         to do business in any jurisdiction where it is not then so qualified,
         subject the Company to any material tax in any such jurisdiction where
         it is not then so subject or file a general consent to service of
         process in any such jurisdiction.

                  (j) If requested by the Holders, cooperate with the Holders to
         facilitate the timely preparation and delivery of certificates
         representing Registrable Securities to be delivered to a transferee
         pursuant to a Registration Statement, which certificates shall be free,
         to the extent permitted by the Purchase Agreement, of all restrictive
         legends, and to enable such Registrable Securities to be in such
         denominations and registered in such names as any such Holders may
         request.

                  (k) Upon the occurrence of any event contemplated by this
         Section 3, as promptly as reasonably possible under the circumstances
         taking into account the Company's good faith assessment of any adverse
         consequences to the Company and its stockholders of the premature
         disclosure of such event, prepare a supplement or amendment, including
         a post-effective amendment, to a Registration Statement or a supplement
         to the related Prospectus or any document incorporated or deemed to be
         incorporated therein by reference, and file any other required document
         so that, as thereafter delivered, neither a Registration Statement nor
         such Prospectus will contain an 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
         under which they were made, not misleading. If the Company notifies the
         Holders in accordance with clauses (iii) through (vi) of Section 3(d)
         above to suspend the use of any Prospectus until the requisite changes
         to such Prospectus have been made, then the Holders shall suspend use
         of such Prospectus. The Company will use its best efforts to ensure
         that the use of the Prospectus may be resumed as promptly as is
         practicable. The Company shall be entitled to exercise its right under
         this Section 3(k) to suspend the availability of a Registration
         Statement and Prospectus, subject to the payment of partial liquidated
         damages pursuant to Section 2(b), for a period not to exceed 60
         calendar days (which need not be consecutive days) in any 12 month
         period.

                  (l) Comply with all applicable rules and regulations of the
         Commission.

                  (m) The Company may require each selling Holder to furnish to
         the Company a certified statement as to the number of shares of Common
         Stock beneficially owned by such Holder and, if required by the
         Commission, the natural persons thereof that have voting and
         dispositive control over the Shares. During any periods that the
         Company is unable to meet its obligations hereunder with respect to the
         registration of the Registrable Securities solely because any Holder
         fails to furnish such information within seven Trading Days after the
         Company's request, any liquidated damages that are accruing at such
         time as to such Holder only shall be tolled and any Event that may
         otherwise occur solely because of such delay shall be suspended as to
         such Holder only, until such information is delivered to the Company,
         and the Company may proceed with such registration deleting such Holder
         as a selling stockholder until it provides the information required in
         accordance with this section.

         4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings

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required to be made with any Trading Market on which the Common Stock is then
listed for trading, (B) in compliance with applicable state securities or Blue
Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if
not previously paid by the Company in connection with an Issuer Filing, with
respect to any filing that may be required to be made by any broker through
which a Holder intends to make sales of Registrable Securities with NASD
Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is
receiving no more than a customary brokerage commission in connection with such
sale, (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities, (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company, (v)
Securities Act liability insurance, if the Company so desires such insurance,
and (vi) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties)
and the expense of any annual audit and the fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company be responsible for
any broker or similar commissions of any Holder or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the
Holders.

         5. Indemnification

                  (a) Indemnification by the Company. The Company shall,
         notwithstanding any termination of this Agreement, indemnify and hold
         harmless each Holder, the officers, directors, members, partners,
         agents, brokers (including brokers that offer and sell Registrable
         Securities as principal as a result of a pledge or any failure to
         perform under a margin call of Common Stock), investment advisors and
         employees (and any other Persons with a functionally equivalent role of
         a Person holding such titles, notwithstanding a lack of such title or
         any other title) of each of them, each Person that controls any such
         Holder (within the meaning of Section 15 of the Securities Act or
         Section 20 of the Exchange Act) and the officers, directors, members,
         shareholders, partners, agents and employees (and any other Persons
         with a functionally equivalent role of a Person holding such titles,
         notwithstanding a lack of such title or any other title)of each such
         controlling Person, to the fullest extent permitted by applicable law,
         from and against any and all losses, claims, damages, liabilities,
         costs (including, without limitation, reasonable attorneys' fees) and
         expenses (collectively, "Losses"), as incurred, arising out of or
         relating to (1) any untrue or alleged untrue statement of a material
         fact contained in a Registration Statement, any Prospectus or any form
         of prospectus or in any amendment or supplement thereto or in any
         preliminary prospectus, or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary to make the statements therein (in the case of any Prospectus
         or form of prospectus or supplement thereto, in light of the
         circumstances under which they were made) not misleading, or (2) any
         violation or alleged violation by the Company of the Securities Act,
         Exchange Act or any state securities law, or any rule or regulation
         thereunder, in connection with the performance of its obligations under
         this Agreement, except to the extent, but only to the extent, that (i)
         such untrue statements or omissions are based solely upon information
         regarding such Holder furnished in writing to the Company by such
         Holder expressly for use therein, or to the extent that such
         information relates to such Holder or such Holder's proposed method of
         distribution of Registrable Securities and was reviewed and expressly
         approved in writing by such Holder expressly for use in a Registration
         Statement, such Prospectus or such form of Prospectus or in any
         amendment or supplement thereto (it being understood that the Holder
         has approved Annex A hereto for this purpose) or (ii) in the case of an
         occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
         the use by such Holder of an outdated or defective Prospectus after the

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         Company has notified such Holder in writing that the Prospectus is
         outdated or defective and prior to the receipt by such Holder of the
         Advice contemplated in Section 6(d). The Company shall notify the
         Holders promptly of the institution, threat or assertion of any
         Proceeding arising from or in connection with the transactions
         contemplated by this Agreement of which the Company is aware.

                  (b) Indemnification by Holders. Each Holder shall, severally
         and not jointly, indemnify and hold harmless the Company, its
         directors, officers, agents and employees, each Person that controls
         the Company (within the meaning of Section 15 of the Securities Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling Persons, to the fullest extent permitted
         by applicable law, from and against all Losses, as incurred, to the
         extent arising out of or based solely upon: (x) such Holder's failure
         to comply with the prospectus delivery requirements of the Securities
         Act or (y) any untrue or alleged untrue statement of a material fact
         contained in any Registration Statement, any Prospectus, or any form of
         prospectus, or in any amendment or supplement thereto or in any
         preliminary prospectus, or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary to make the statements therein not misleading (i) to the
         extent, but only to the extent, that such untrue statement or omission
         is contained in any information so furnished in writing by such Holder
         to the Company specifically for inclusion in such Registration
         Statement or such Prospectus or (ii) to the extent that such
         information relates to such Holder's proposed method of distribution of
         Registrable Securities and was reviewed and expressly approved in
         writing by such Holder expressly for use in a Registration Statement
         (it being understood that the Holder has approved Annex A hereto for
         this purpose), such Prospectus or such form of Prospectus or in any
         amendment or supplement thereto or (iii) in the case of an occurrence
         of an event of the type specified in Section 3(d)(iii)-(vi), the use by
         such Holder of an outdated or defective Prospectus after the Company
         has notified such Holder in writing that the Prospectus is outdated or
         defective and prior to the receipt by such Holder of the Advice
         contemplated in Section 6(d). In no event shall the liability of any
         selling Holder hereunder be greater in amount than the dollar amount of
         the net proceeds received by such Holder upon the sale of the
         Registrable Securities giving rise to such indemnification obligation.

                  (c) Conduct of Indemnification Proceedings. If any Proceeding
         shall be brought or asserted against any Person entitled to indemnity
         hereunder (an "Indemnified Party"), such Indemnified Party shall
         promptly notify the Person from whom indemnity is sought (the
         "Indemnifying Party") in writing, and the Indemnifying Party shall have
         the right to assume the defense thereof, including the employment of
         counsel reasonably satisfactory to the Indemnified Party and the
         payment of all fees and expenses incurred in connection with defense
         thereof; provided, that the failure of any Indemnified Party to give
         such notice shall not relieve the Indemnifying Party of its obligations
         or liabilities pursuant to this Agreement, except (and only) to the
         extent that it shall be finally determined by a court of competent
         jurisdiction (which determination is not subject to appeal or further
         review) that such failure shall have prejudiced the Indemnifying Party.

                  An Indemnified Party shall have the right to employ separate
         counsel in any such Proceeding and to participate in the defense
         thereof, but the fees and expenses of such counsel shall be at the
         expense of such Indemnified Party or Parties unless: (1) the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the Indemnifying Party shall have failed promptly to assume the
         defense of such Proceeding and to employ counsel reasonably
         satisfactory to such Indemnified Party in any such Proceeding; or (3)
         the named parties to any such Proceeding (including any impleaded

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         parties) include both such Indemnified Party and the Indemnifying
         Party, and counsel to the Indemnified Party shall reasonably believe
         that a material conflict of interest is likely to exist if the same
         counsel were to represent such Indemnified Party and the Indemnifying
         Party (in which case, if such Indemnified Party notifies the
         Indemnifying Party in writing that it elects to employ separate counsel
         at the expense of the Indemnifying Party, the Indemnifying Party shall
         not have the right to assume the defense thereof and the reasonable
         fees and expenses of no more than one separate counsel shall be at the
         expense of the Indemnifying Party). The Indemnifying Party shall not be
         liable for any settlement of any such Proceeding effected without its
         written consent, which consent shall not be unreasonably withheld or
         delayed. No Indemnifying Party shall, without the prior written consent
         of the Indemnified Party, effect any settlement of any pending
         Proceeding in respect of which any Indemnified Party is a party, unless
         such settlement includes an unconditional release of such Indemnified
         Party from all liability on claims that are the subject matter of such
         Proceeding.

                  Subject to the terms of this Agreement, all reasonable fees
         and expenses of the Indemnified Party (including reasonable fees and
         expenses to the extent incurred in connection with investigating or
         preparing to defend such Proceeding in a manner not inconsistent with
         this Section) shall be paid to the Indemnified Party, as incurred,
         within 10 Trading Days of written notice thereof to the Indemnifying
         Party; provided, that the Indemnified Party shall promptly reimburse
         the Indemnifying Party for that portion of such fees and expenses
         applicable to such actions for which such Indemnified Party is
         judicially determined to be not entitled to indemnification hereunder.

                  (d) Contribution. If the indemnification under Section 5(a) or
         5(b) is unavailable to an Indemnified Party or insufficient to hold an
         Indemnified Party harmless for any Losses, then each Indemnifying Party
         shall contribute to the amount paid or payable by such Indemnified
         Party, in such proportion as is appropriate to reflect the relative
         fault of the Indemnifying Party and Indemnified Party in connection
         with the actions, statements or omissions that resulted in such Losses
         as well as any other relevant equitable considerations. The relative
         fault of such Indemnifying Party and Indemnified Party shall be
         determined by reference to, among other things, whether any action in
         question, including any untrue or alleged untrue statement of a
         material fact or omission or alleged omission of a material fact, has
         been taken or made by, or relates to information supplied by, such
         Indemnifying Party or Indemnified Party, and the parties' relative
         intent, knowledge, access to information and opportunity to correct or
         prevent such action, statement or omission. The amount paid or payable
         by a party as a result of any Losses shall be deemed to include,
         subject to the limitations set forth in this Agreement, any reasonable
         attorneys' or other fees or expenses incurred by such party in
         connection with any Proceeding to the extent such party would have been
         indemnified for such fees or expenses if the indemnification provided
         for in this Section was available to such party in accordance with its
         terms.

                  The parties hereto agree that it would not be just and
         equitable if contribution pursuant to this Section 5(d) were determined
         by pro rata allocation or by any other method of allocation that does
         not take into account the equitable considerations referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section 5(d), no Holder shall be required to contribute, in the
         aggregate, any amount in excess of the amount by which the proceeds
         actually received by such Holder from the sale of the Registrable
         Securities subject to the Proceeding exceeds the amount of any damages
         that such Holder has otherwise been required to pay by reason of such
         untrue or alleged untrue statement or omission or alleged omission,
         except in the case of fraud by such Holder.

                  The indemnity and contribution agreements contained in this
         Section are in addition to any liability that the Indemnifying Parties
         may have to the Indemnified Parties.

                                       9
<PAGE>

         6. Miscellaneous

                  (a) Remedies. In the event of a breach by the Company or by a
         Holder of any of their respective obligations under this Agreement,
         each Holder or the Company, as the case may be, in addition to being
         entitled to exercise all rights granted by law and under this
         Agreement, including recovery of damages, will be entitled to specific
         performance of its rights under this Agreement. The Company and each
         Holder agree that monetary damages would not provide adequate
         compensation for any Losses incurred by reason of a breach by it of any
         of the provisions of this Agreement and hereby further agrees that, in
         the event of any action for specific performance in respect of such
         breach, it shall not assert or shall waive the defense that a remedy at
         law would be adequate.

                  (b) No Piggyback on Registrations. Except as set forth on
         Schedule 6(b) attached hereto, neither the Company nor any of its
         security holders (other than the Holders in such capacity pursuant
         hereto) may include securities of the Company in the initial
         Registration Statement other than the Registrable Securities. The
         Company shall not file any other registration statements until the
         initial Registration Statement required hereunder is declared effective
         by the Commission, provided that this Section 6(b) shall not prohibit
         the Company from filing amendments to registration statements already
         filed.

                  (c) Compliance. Each Holder covenants and agrees that it will
         comply with the prospectus delivery requirements of the Securities Act
         as applicable to it in connection with sales of Registrable Securities
         pursuant to a Registration Statement.

                  (d) Discontinued Disposition. Each Holder agrees by its
         acquisition of Registrable Securities that, upon receipt of a notice
         from the Company of the occurrence of any event of the kind described
         in Section 3(d), such Holder will forthwith discontinue disposition of
         such Registrable Securities under a Registration Statement until it is
         advised in writing (the "Advice") by the Company that the use of the
         applicable Prospectus (as it may have been supplemented or amended) may
         be resumed. The Company will use its best efforts to ensure that the
         use of the Prospectus may be resumed as promptly as it practicable. The
         Company agrees and acknowledges that any periods during which the
         Holder is required to discontinue the disposition of the Registrable
         Securities hereunder shall be subject to the provisions of Section
         2(b).

                  (e) Piggy-Back Registrations. If at any time during the
         Effectiveness Period there is not an effective Registration Statement
         covering all of the Registrable Securities and the Company shall
         determine to prepare and file with the Commission a registration
         statement relating to an offering for its own account or the account of
         others under the Securities Act of any of its equity securities, other
         than on Form S-4 or Form S-8 (each as promulgated under the Securities
         Act) 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 the stock
         option or other employee benefit plans, then the Company shall send to
         each Holder a written notice of such determination and, if within 15
         days after the date of such notice, any such Holder shall so request in
         writing, the Company shall include in such registration statement all
         or any part of such Registrable Securities such Holder requests to be
         registered; provided, however, that, the Company shall not be required
         to register any Registrable Securities pursuant to this Section 6(e)
         that are eligible for resale pursuant to Rule 144(k) promulgated under
         the Securities Act or that are the subject of a then effective
         Registration Statement.

                  (f) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         provisions hereof may not be given, unless the same shall be in writing

                                       10
<PAGE>

         and signed by the Company and each Holder of the then outstanding
         Registrable Securities. Notwithstanding the foregoing, a waiver or
         consent to depart from the provisions hereof with respect to a matter
         that relates exclusively to the rights of Holders and that does not
         directly or indirectly affect the rights of other Holders may be given
         by Holders of all of the Registrable Securities to which such waiver or
         consent relates; provided, however, that the provisions of this
         sentence may not be amended, modified, or supplemented except in
         accordance with the provisions of the immediately preceding sentence.

                  (g) Notices. Any and all notices or other communications or
         deliveries required or permitted to be provided hereunder shall be
         delivered as set forth in the Purchase Agreement.

                  (h) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors and permitted assigns of
         each of the parties and shall inure to the benefit of each Holder. The
         Company may not assign its rights (except by merger) or obligations
         hereunder without the prior written consent of all of the Holders of
         the then-outstanding Registrable Securities. Each Holder may assign its
         respective rights hereunder in the manner and to the Persons as
         permitted under the Purchase Agreement.

                  (i) No Inconsistent Agreements. Neither the Company nor any of
         its Subsidiaries has entered, as of the date hereof, nor shall the
         Company or any of its Subsidiaries, on or after the date of this
         Agreement, enter into any agreement with respect to its securities that
         would have the effect of impairing the rights granted to the Holders in
         this Agreement or otherwise conflict with the provisions hereof. Except
         as set forth on Schedule 6(i), neither the Company nor any of its
         Subsidiaries has previously entered into any agreement granting any
         registration rights with respect to any of its securities to any Person
         that have not been satisfied in full.

                  (j) Execution and Counterparts. This Agreement may be executed
         in two or more counterparts, all of which when taken together shall be
         considered one and the same agreement and shall become effective when
         counterparts have been signed by each party and delivered to the other
         party, it being understood that both parties need not sign the same
         counterpart. In the event that any signature is delivered by facsimile
         transmission or by e-mail delivery of a ".pdf" format data file, such
         signature shall create a valid and binding obligation of the party
         executing (or on whose behalf such signature is executed) with the same
         force and effect as if such facsimile or ".pdf" signature page were an
         original thereof.

                  (k) Governing Law. All questions concerning the construction,
         validity, enforcement and interpretation of this Agreement shall be
         determined in accordance with the provisions of the Purchase Agreement.

                  (l) Cumulative Remedies. The remedies provided herein are
         cumulative and not exclusive of any other remedies provided by law.

                  (m) Severability. If any term, provision, covenant or
         restriction of this Agreement is held by a court of competent
         jurisdiction to be invalid, illegal, void or unenforceable, the
         remainder of the terms, provisions, covenants and restrictions set
         forth herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated, and the parties hereto shall use
         their commercially reasonable efforts to find and employ an alternative
         means to achieve the same or substantially the same result as that
         contemplated by such term, provision, covenant or restriction. It is
         hereby stipulated and declared to be the intention of the parties that
         they would have executed the remaining terms, provisions, covenants and
         restrictions without including any of such that may be hereafter
         declared invalid, illegal, void or unenforceable.

                                       11
<PAGE>

                  (n) Headings. The headings in this Agreement are for
         convenience only, do not constitute a part of this Agreement, and shall
         not be deemed to limit or affect any of the provisions hereof.

                  (o) Independent Nature of Holders' Obligations and Rights. The
         obligations of each Holder hereunder are several and not joint with the
         obligations of any other Holder hereunder, and no Holder shall be
         responsible in any way for the performance of the obligations of any
         other Holder hereunder. Nothing contained herein or in any other
         agreement or document delivered at any closing, and no action taken by
         any Holder pursuant hereto or thereto, shall be deemed to constitute
         the Holders as a partnership, an association, a joint venture or any
         other kind of entity, or create a presumption that the Holders are in
         any way acting in concert with respect to such obligations or the
         transactions contemplated by this Agreement. Each Holder shall be
         entitled to protect and enforce its rights, including without
         limitation the rights arising out of this Agreement, and it shall not
         be necessary for any other Holder to be joined as an additional party
         in any proceeding for such purpose.

                            ************************

                                       12
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.



                                 PAXTON ENERGY, INC.


                                 By: /s/ Robert Freiheit
                                    --------------------------------------------
                                    Name: Robert Freiheit
                                    Title: President and Chief Executive Officer




                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]

                                       13
<PAGE>


                     [SIGNATURE PAGE OF HOLDERS TO PXTE RRA]

Name of Holder:_________________________________________________________________
Signature of Authorized Signatory of Holder:____________________________________
Name of Authorized Signatory:___________________________________________________
Title of Authorized Signatory:__________________________________________________


                               Schedule of Holders

Auction Specialist
Barbieri Commercial Brokerage
Byron B. Barkley IRA
Joseph E. Bernolfo III
Stephen H. Cippa
Danielle Esanu
Prism IX Investment Partnership
Chris J. Fehn
David Hauck
Robert K. Henrichsen Trustee Big Sky Trust
Jim Katsanevas
Manuel Katsanevas
Tom Manz
Stephen Mazouat
Ken J. McClelland
Skip and Jan Outman
William G. Palmer
Pamplona, Inc.
Stephen C. Pease
Randall H. Scagliotti 2006 Trust
Steve Strasser
TATS, a Limited Liability Company
Domenick Treschitta
Richard J. and Erin T. Trott
Randall R. Wilson
Gregory T. Young
Mark Abdou
Bill Corbett
Cranshire Capital, L.P.
Ivan and Janice Kirsch Lieberburg
Iroquois Master Fund Ltd.
Michael R. Jacks
Nite Capital L.P.
RP Capital, LLC
Joseph W. Abrams
Peter Hogan
Ryan Hong
William J. Ritger
Whalehaven Capital Fund Limited

                                       14
<PAGE>

                                     ANNEX A

                              Plan of Distribution

         Each Selling Stockholder (the "Selling Stockholders") of the common
stock and any of their pledgees, assignees and successors-in-interest may, from
time to time, sell any or all of their shares of common stock on the [principal
Trading Market] or any other stock exchange, market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. A Selling Stockholder may use any one or more of the
following methods when selling shares:

         o  ordinary brokerage transactions and transactions in which the
            broker-dealer solicits purchasers;

         o  block trades in which the broker-dealer will attempt to sell the
            shares as agent but may position and resell a portion of the block
            as principal to facilitate the transaction;

         o  purchases by a broker-dealer as principal and resale by the
            broker-dealer for its account;

         o  an exchange distribution in accordance with the rules of the
            applicable exchange;

         o  privately-negotiated transactions;

         o  settlement of short sales entered into after the effective date of
            the registration statement of which this prospectus is a part;

         o  broker-dealers may agree with the Selling Stockholders to sell a
            specified number of such shares at a stipulated price per share;

         o  through the writing or settlement of options or other hedging
            transactions, whether through an options exchange or otherwise;

         o  a combination of any such methods of sale; or

         o  any other method permitted pursuant to applicable law.

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

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

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

                                       15
<PAGE>

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

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

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

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

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

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

                                       16
<PAGE>

                                     Annex B

                               PAXTON ENERGY, INC.

                 Selling Securityholder Notice and Questionnaire

         The undersigned beneficial owner of common stock, par value $.001 per
share (the "Common Stock"), of Paxton Energy, Inc., a Nevada corporation (the
"Company"), (the "Registrable Securities") understands that the Company has
filed or intends to file with the Securities and Exchange Commission (the
"Commission") a registration statement on Form SB-2 (the "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Registrable Securities, in
accordance with the terms of the Registration Rights Agreement, dated as of
April _____, 2006 (the "Registration Rights Agreement"), among the Company and
the Purchasers named therein. A copy of the Registration Rights Agreement is
available from the Company upon request at the address set forth below. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

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

                                     NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise specified under such Item 3)
in the Registration Statement.

                                       17
<PAGE>

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

                                  QUESTIONNAIRE

1.       Name.

         (a)      Full Legal Name of Selling Securityholder


                  ______________________________________________________________


         (b)      Full Legal Name of Registered Holder (if not the same as (a)
                  above) through which Registrable Securities Listed in Item 3
                  below are held:


                  ______________________________________________________________


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


                  ______________________________________________________________



2.  Address for Notices to Selling Securityholder:

________________________________________________________________________________

________________________________________________________________________________
________________________________________________________________________________

Telephone:______________________________________________________________________
Fax:____________________________________________________________________________
Contact Person:_________________________________________________________________

3.  Beneficial Ownership of Registrable Securities:

         (a)      Type and Number of Registrable Securities beneficially owned
                  (not including the Registrable Securities that are issuable
                  pursuant to the Purchase Agreement):

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                                       18
<PAGE>

4. Broker-Dealer Status:

         (a) Are you a broker-dealer?

                              Yes [ ]                      No [ ]

         (b) If "yes" to Section 4(a), did you receive your Registrable
             Securities as compensation for investment banking services to the
             Company.

                              Yes [ ]                      No [ ]

         Note: If no, the Commission's staff has indicated that you should be
               identified as an underwriter in the Registration Statement.

         (c) Are you an affiliate of a broker-dealer?

                              Yes [ ]                      No [ ]

         (d) If you are an affiliate of a broker-dealer, do you certify that you
             bought the Registrable Securities in the ordinary course of
             business, and at the time of the purchase of the Registrable
             Securities to be resold, you had no agreements or understandings,
             directly or indirectly, with any person to distribute the
             Registrable Securities?

                              Yes [ ]                      No [ ]

         Note: If no, the Commission's staff has indicated that you should be
               identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling
Securityholder.

         Except as set forth below in this Item 5, the undersigned is not the
         beneficial or registered owner of any securities of the Company other
         than the Registrable Securities listed above in Item 3.

         (a) Type and Amount of Other Securities beneficially owned by the
             Selling Securityholder:


             ___________________________________________________________________

             ___________________________________________________________________

                                       19
<PAGE>

6. Relationships with the Company:

         Except as set forth below, neither the undersigned nor any of its
         affiliates, officers, directors or principal equity holders (owners of
         5% of more of the equity securities of the undersigned) has held any
         position or office or has had any other material relationship with the
         Company (or its predecessors or affiliates) during the past three
         years.

         State any exceptions here:

         _______________________________________________________________________

         _______________________________________________________________________


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

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to Items 1 through 6 and the
inclusion of such information in the Registration Statement and the related
prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in
connection with the preparation or amendment of the Registration Statement and
the related prospectus.

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

Dated:__________________            Beneficial Owner:___________________________

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

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

                                       20