EXHIBIT 10.4

                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of February 27, 2007, among GammaCan International, Inc., a
Delaware corporation (the "COMPANY"), and the several purchasers signatory
hereto (each such purchaser, 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, but not otherwise defined
herein that are defined in the Purchase Agreement shall have the respective
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, the 90th calendar day following
      the date hereof (or, in the event of a review of such initial Registration
      Statement by the Commission, the 150th calendar day following the date
      hereof) and with respect to any additional Registration Statements which
      may be required pursuant to Section 3(c), the 60th calendar day following
      the date on which an additional Registration Statement is required to be
      filed hereunder; PROVIDED, HOWEVER, that in the event the Company is
      notified by the Commission that one 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, the 30th calendar day following the date
      hereof and, with respect to any additional Registration Statements which
      may be required pursuant to Section 3(c), the earliest practical date on
      which the Company is permitted by SEC Guidance to file such additional
      Registration Statement related to the Registrable Securities.

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            "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).

            "INITIAL REGISTRATION STATEMENT" means the initial Registration
      Statement filed pursuant to this Agreement.

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

            "PLAN OF DISTRIBUTION" shall have the meaning set forth in Section
      2(a).

            "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, (ii) the
      Warrant Shares, (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).

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

      2.    SHELF REGISTRATION.

            (a) On or prior to each Filing Date, the Company shall prepare and
      file with the Commission a Registration Statement covering the resale of
      all or such portion as permitted by SEC Guidance (provided that, the
      Company shall use commercially reasonable efforts to advocate with the
      Commission for the registration of all of the Registrable Securities) of
      the Registrable Securities on such Filing Date that are not then
      registered on an effective Registration Statement 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 commercially reasonable best efforts
      to cause a Registration Statement to be declared effective under the
      Securities Act as promptly as practicable after the filing thereof, but in
      any event prior to the applicable Effectiveness Date, and shall use its
      commercially reasonable 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 p.m. New York City time on a Trading Day. The Company shall
      immediately notify the Holders via facsimile or by e-mail delivery of a
      ".pdf" format data file of the effectiveness of a Registration Statement
      on the same Trading Day that the Company telephonically confirms
      effectiveness with the Commission, which shall be the date requested for
      effectiveness of a Registration Statement. The Company shall, by 9:30 a.m.
      New York City 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 of effectiveness or failure to file a final
      Prospectus as foresaid shall be deemed an Event under Section 2(b).
      Notwithstanding any other provision of this Agreement and subject to the
      payment of liquidated damages in Section 2(b), if any SEC Guidance sets
      forth a limitation of the number of Registrable Securities to be
      registered on a particular Registration Statement (and notwithstanding
      that the Company used best efforts to advocate with the Commission for the
      registration of all or a greater number of Registrable Securities), unless
      otherwise directed in writing by a Holder as to its Registrable
      Securities, the number of Registrable Securities to be registered on such
      Registration Statement will first be reduced by Registrable Securities
      represented by Warrant Shares (applied, in the case that some Warrant
      Shares may be registered, to the Holders on a pro rata basis based on the
      total number of unregistered Warrant Shares held by such Holders on a
      fully diluted basis), and second by Registrable Securities represented by
      Shares (applied, in the case that some Shares may be registered,

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      to the Holders on a pro rata basis based on the total number of
      unregistered Shares held by such Holders).

            (b)   If: (i) the Initial Registration Statement is not filed on or
      prior to its Filing Date (if the Company files the Initial Registration
      Statement without affording the Holders the opportunity to review and
      comment on the same as required by Section 3(a) herein, the Company shall
      be deemed to have not 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 the Initial Registration
      Statement will not be "reviewed" or not be subject to further review, or
      (iii) prior to the Effectiveness Date of the Initial Registration
      Statement, the Company fails to file a pre-effective amendment and
      otherwise respond in writing to comments made by the Commission in respect
      of such Initial Registration Statement within 20 Trading Days after the
      receipt of comments by or notice from the Commission that such amendment
      is required in order for such Initial Registration Statement to be
      declared effective, or (iv) as to, in the aggregate among all Holders on a
      pro-rata basis based on their purchase of the Shares pursuant to the
      Purchase Agreement, 6,064,444 of the Registrable Securities constituting
      Shares (subject to adjustment for reverse or forward stock splits and
      reclassifications of the Common Stock) (collectively, the "INITIAL
      SHARES"), a Registration Statement registering for resale all of the
      Initial Shares is not declared effective by the Commission by the
      Effectiveness Date of the Initial Registration Statement, or (v) all of
      the Registrable Securities constituting the Shares other than the Initial
      Shares are not registered for resale pursuant to one or more effective
      Registration Statements on or before September 30, 2007, or (vi) after the
      Effectiveness Date of a Registration Statement, such Registration
      Statement ceases for any reason to remain continuously effective as to all
      Registrable Securities included in such Registration Statement, or the
      Holders are otherwise not permitted to utilize the Prospectus therein to
      resell such Registrable Securities, for more than 10 consecutive calendar
      days or more than an aggregate of 15 calendar days 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 clauses (i),
      (iv) or (v) 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 Trading Day period is
      exceeded, or for purposes of clause (vi) the date on which such 10 or 15
      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 1.5% of the aggregate purchase
      price paid by such Holder pursuant to the Purchase Agreement for any
      unregistered Registrable Securities then held by such Holder (calculated
      as if all convertible securities had been fully converted). The parties
      agree that (1) the Company shall not be liable for liquidated damages
      under this Agreement with respect to any Warrants or Warrant Shares, (2)
      in no event shall the Company be liable for liquidated damages under this
      Agreement in excess of 1.5% of the aggregate

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      Subscription Amount of the Holders in any 30-day period and (3) the
      maximum aggregate liquidated damages payable to a Holder under this
      Agreement shall be 10% of the aggregate Subscription Amount 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 18% per annum (or such lesser maximum amount that is permitted to
      be paid by applicable law) to the Holder, accruing daily from the date
      such 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 three Trading Days prior to the filing of each
      Registration Statement and not less than one 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 all such documents proposed to be filed, 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
      three Trading Days after the Holders have been so furnished copies of a
      Registration Statement or one Trading Day after the Holders have been so
      furnished copies of any related Prospectus or amendments or supplements
      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 if required thereby; (iii) respond as promptly as reasonably
      possible to any comments received from the Commission with respect to a

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      Registration Statement or any amendment thereto and provide as promptly as
      reasonably possible to 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 which would constitute material non-public information as to any
      Holder which 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 100% of the number of shares of Common
      Stock then registered in a Registration Statement, then the Company shall
      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 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 one 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 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

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      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, that 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)   At the request of any Holder, furnish to such 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 request therefor.

            (g)   Subject to the terms of this Agreement, the Company hereby
      consents 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)   The Company shall effect a filing with respect to the public
      offering contemplated by the Registration Statement (an "ISSUER FILING")
      with the National Association of Securities Dealers, Inc. ("NASD")
      Corporate Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i)
      within one Trading Day following the date that the Registration Statement
      is first filed with the Commission and pay the filing fee required by such
      Issuer Filing. The Company shall use commercially reasonable efforts to
      pursue the Issuer Filing until the NASD issues a letter confirming that it
      does not object to the terms of the offering contemplated by the
      Registration Statement. A copy of the Issuer Filing and all related
      correspondence with respect thereto shall be provided to FWS.

            (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 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

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      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
      reasonably 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 in all material respects 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
      Registrable Securities. 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 three Trading Days of 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 shall be
      permitted to exclude such Holder from the Registration Statement, provided
      that as soon as such

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      information is furnished, the Company shall use its best efforts to
      include such Holder on the Registration Statement after filing.

      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
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),
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,
      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 who 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

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      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, or on behalf
      of, 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 and the information provided in writing to
      the Company by such Holder in its completed questionnaire in the form
      attached hereto as ANNEX B) 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 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 who 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, or on behalf of, 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 and the information provided in writing to the Company by
      such Holder in its completed questionnaire in the form attached hereto as
      ANNEX B), 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

                                       10

<PAGE>

      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 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 ten 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.

                                       11

<PAGE>

            (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 net 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.

      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, shall 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.

                                       12

<PAGE>

            (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 filed prior to the date of this Agreement.

            (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. By its acquisition of Registrable
      Securities, each Holder agrees 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 commercially reasonable 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. Subject to the permissibility of
      registering additional Registrable Securities pursuant to SEC Guidance, 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 ten
      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 and signed by
      the Company and the Holders of a majority of the

                                       13

<PAGE>

      then outstanding Registrable Securities. If a Registration Statement does
      not register all of the Registrable Securities pursuant to a waiver or
      amendment done in compliance with the previous sentence, then the number
      of Registrable Securities to be registered for each Holder shall be
      reduced PRO RATA among all Holders and each Holder shall have the right to
      designate which of its Registrable Securities shall be omitted from such
      Registration Statement. 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 a majority of the Holders
      of the then-outstanding Registrable Securities. Each Holder may assign
      their 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 conflicts 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.

                                       14

<PAGE>

            (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.

            (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.

                                       15

<PAGE>

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

                                      GAMMACAN INTERNATIONAL, INC.

                                      By: _____________________________________
                                          Name:
                                          Title:

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]

<PAGE>

                     [SIGNATURE PAGE OF HOLDERS TO GCAN RRA]

Name of Holder: __________________________

SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

                           [SIGNATURE PAGES CONTINUE]

                                       17

<PAGE>

                                     ANNEX A

                              PLAN OF DISTRIBUTION

      Each Selling Stockholder (the "SELLING STOCKHOLDERS") of the common stock
and any of their pledgees (which are accredited investors (as defined in
Regulation D under the Securities Act) or which are in connection with bona fide
margin accounts with a registered broker-dealer or financial institution which
is an accredited investor), assignees and successors-in-interest may, from time
to time, sell any or all of their shares of common stock on the OTC Bulletin
Board or any other stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. A Selling Stockholder may use any one or more of the
following methods when selling shares:

            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

                                       18

<PAGE>

commission in compliance with NASDR Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with NASDR IM-2440.

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

                                       19

<PAGE>

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

                                       20

<PAGE>

                                                                         ANNEX B

                          GAMMACAN INTERNATIONAL, INC.

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

      The undersigned beneficial owner of common stock (the "REGISTRABLE
SECURITIES") of GammaCan International, Inc., a Delaware corporation (the
"COMPANY"), understands that the Company has filed or intends to file with the
Securities and Exchange Commission (the "COMMISSION") a registration statement
(the "REGISTRATION STATEMENT") for the registration and resale under Rule 415 of
the Securities Act of 1933, as amended (the "SECURITIES ACT"), of the
Registrable Securities, in accordance with the terms of the Registration Rights
Agreement (the "REGISTRATION RIGHTS AGREEMENT") to which this document is
annexed. A copy of the Registration Rights Agreement is available from the
Company upon request at the address set forth below. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.

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

                                     NOTICE

      The undersigned beneficial owner (the "SELLING SECURITYHOLDER") of
Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement.

                                       21

<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 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: ____________________________________________________________

   e-mail: ____________________________________________________________________

3. BROKER-DEALER STATUS:

      (a)   Are you a broker-dealer?

                                Yes [ ]      No [ ]

      (b)   If "yes" to Section 3(a), did you receive your Registrable
            Securities as compensation for investment banking services to the
            Company.

                                Yes [ ]      No [ ]

                                       22

<PAGE>

      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.

4. BENEFICIAL OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
            SECURITYHOLDER.

      EXCEPT AS SET FORTH BELOW IN THIS ITEM 4, THE UNDERSIGNED IS NOT THE
      BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN
      THE SECURITIES ISSUABLE PURSUANT TO THE PURCHASE AGREEMENT.

      (a)   Type and Amount of other securities beneficially owned by the
            Selling Securityholder:

            ___________________________________________________________________

            ___________________________________________________________________

5. RELATIONSHIPS WITH THE COMPANY:

      EXCEPT AS SET FORTH BELOW, NEITHER THE UNDERSIGNED NOR ANY OF ITS
      AFFILIATES, OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (OWNERS OF 5%
      OF MORE OF THE EQUITY SECURITIES OF THE UNDERSIGNED) HAS HELD 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:

      _________________________________________________________________________

      _________________________________________________________________________

                                       23

<PAGE>

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

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

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

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:

                                       24