EXHIBIT
      10.4

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is made
      and entered into as of _____, 2007, by and among Equicap, Inc., a Nevada
      corporation (the “Company”),
      the
      investors signatory hereto (each an “Investor”
      and
      collectively, the “Investors”),
      vFinance Investments, Inc., as placement agent (“vFinance”)
      and
      the shell holders specified on Schedule A hereto (each a “Shell
      Holder”
and
      collectively, the “Shell
      Holders”).

    


    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as the
      date hereof among the Company and the Investors (the “Purchase
      Agreement”).

     

    The
      Company and the Investors hereby agree as follows: 

     

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

     

    “2007
      Delivery Date”
      means
      the date on which the 2007 Make Good Shares are required to be delivered to
      the
      Investors by the Make Good Pledgors pursuant to the Make Good Escrow
      Agreement.

     

    “2008
      Delivery Date”
      means
      the date on which the 2008 Make Good Shares are required to be delivered to
      the
      Investors by the Make Good Pledgors pursuant to the Make Good Escrow
      Agreement.

     

    “Advice”
      has
      the
      meaning set forth in Section 6(d).

     

    “Additional
      Portion” means
      the
positive
      difference of the number of Shell Shares which could have been included in
      such
      Registration Statement pursuant to the operation of Section 2(h)(i) minus the
      number of Shell Shares calculated in accordance with Section
      2(h)(iii)(A)(1).

     

    “Allowable
      Maximum”
has
      the
      meaning set forth in Section 2(h).

     

    “Commission
      Comments”
means
      written comments
      pertaining solely to Rule 415 which
      are
      received by the Company from the Commission, and a copy of which shall have
      been
      provided by the Company to the Holders and the Shell Holders, to a filed
      Registration Statement which limit the amount of shares which may be included
      therein to a number of shares which is less than such amount sought to be
      included thereon as filed with the Commission.

     

    “Common
      Stock”
      means
      the common stock of the Company, par value $0.001 per share, and any securities
      into which such common stock may hereafter be reclassified or for which it
      may
      be exchanged as a class.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Demand”
has
      the
      meaning set forth in Section 2(h).

     

    “Effective
      Date”
      means,
      as to a Registration Statement, the date on which such Registration Statement
      is
      first declared effective by the Commission.

     

    “Effectiveness
      Date”
      means
      (a) with respect to the
      Registration Statement required to be filed under Section 2(a), the earlier
      of
      (i) the 150th
      day
      following the Closing Date, and (ii) the fifth Trading Day following the date
      on
      which the Company is notified by the Commission that such Registration Statement
      will not be reviewed or is no longer subject to further review and comments,
      (b)
      with respect to a Registration Statement required to be filed under Section
      2(b), the earlier of: (i) the 60th
      day
      following the Filing
      Date for any
      Registration Statement required to be filed under Section 2(b),
      and (ii)
      the fifth Trading Day following the date on which the Company is notified by
      the
      Commission that such Registration Statement will not be reviewed or is no longer
      subject to further review and comments, (c) with respect to a Registration
      Statement required to be filed under Section 2(c), the earlier of: (i) the
      60th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock; provided,
      that, if the Commission reviews and has written comments to such filed
      Registration Statement that would require the filing of a pre-effective
      amendment thereto with the Commission, then the Effectiveness Date under this
      clause (c)(i) shall be the 90th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock, and (ii) the fifth Trading Day following
      the date on which the Company is notified by the Commission that the
      Registration Statement will not be reviewed or is no longer subject to further
      review and comments, (d) with respect to a Registration Statement required
      to be
      filed under Section 2(d), the earlier of: (i) the 90th
      day
      following the 2007 Delivery Date; provided, that, if the Commission reviews
      and
      has written comments to such filed Registration Statement that would require
      the
      filing of a pre-effective amendment thereto with the Commission, then the
      Effectiveness Date under this clause (d)(i) shall be the 120th
      day
      following the 2007 Delivery Date, and (ii) the fifth Trading Day following
      the
      date on which the Company is notified by the Commission that the Registration
      Statement will not be reviewed or is no longer subject to further review and
      comments and (e) with respect to a Registration Statement required to be filed
      under Section 2(d), the earlier of: (i) the 90th
      day
      following the 2008 Delivery Date; provided, that, if the Commission reviews
      and
      has written comments to such filed Registration Statement that would require
      the
      filing of a pre-effective amendment thereto with the Commission, then the
      Effectiveness Date under this clause (e)(i) shall be the 120th
      day
      following the 2008 Delivery Date, and (ii) the fifth Trading Day following
      the
      date on which the Company is notified by the Commission that the Registration
      Statement will not be reviewed or is no longer subject to further review and
      comments.

     

    “Effectiveness
      Period”
      has the
      meaning set forth in Section 2(a).

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended.

     

    
      
        
        

      

      
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    “Filing
      Date”
      means
      (a) with respect to the Registration Statement required to be filed under
      Section 2(a), the 45th
      day
      following the Closing Date, (b) with respect to any
      Registration Statements
      required
      to be filed under Section 2(b),
      each
      such Registration Statement shall be filed by
      the
      earlier of (i) for
      the
      initial Registration Statement required to be filed under Section 2(b),
the
      six-month anniversary of the Effective Date of the Registration Statement
      required to be filed under Section 2(a) and for
      all
      subsequent Registration Statements, the six-month anniversary of the Effective
      Date of the immediately preceding Registration Statement required to be filed
      under Section 2(b), as applicable, and (ii) for the initial Registration
      Statement required to be filed under Section 2(b),
      the
      60th
      day
      following such time as 75%
      of all
      Registrable Securities which are included in the Registration Statement required
      to be filed under Section 2(a) have been sold
      and for
      all subsequent Registration Statements, the 60th
      day
      following such time as 75% of all Registrable Securities which are included
      in
      the immediately preceding Registration Statement required to be filed under
      Section 2(b) have been sold, as applicable,
      (c)
      with respect to a Registration Statement required to be filed under Section
      2(c), the 30th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock, (d) with respect to the Registration
      Statement required to be filed under Section 2(d), the 45th
      day
      following the 2007 Delivery Date (provided that if the Company is then eligible
      to utilize Form S-3 to register the resale of Common Stock, the Filing Date
      under this clause (d) shall be 30 days following the 2007 Delivery
      Date)
      and (e)
with
      respect to the Registration Statement required to be filed under Section 2(e),
      the 45th
      day
      following the 2008 Delivery Date (provided that if the Company is then eligible
      to utilize Form S-3 to register the resale of Common Stock, the Filing Date
      under this clause (e) shall be 30 days following the 2008 Delivery
      Date).

     

    “Holder”
      or
“Holders”
      means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities, except that for purposes of Section 2(f), the term “Holders” will
      not include Registrable Securities issued or issuable to vFinance.

     

    “Holders’
      Percentage” means
      the
      percentage (expressed as a decimal) that the Registrable Securities included
      in
      a Registration Statement as initially filed represent of the aggregate of the
      Shell Shares and Registrable Securities included in such Registration Statement
      as initially filed.

     

    “Indemnified
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Losses”
      has the
      meaning set forth in Section 5(a).

     

    “New
      York Courts”
      means
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “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.

     

    
      
        
        

      

      
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    “Registrable
      Securities”
      means:
      (i) the Shares, (ii) any shares of Common Stock issued or issuable to vFinance
      (including upon the exercise of warrants issued to vFinance (the “Placement
      Agent Warrants”))
      as
      compensation in connection with the financing that is the subject of the
      Purchase Agreement, (iii) the 2007 Make Good Shares, as applicable, (iv) the
      2008 Make Good Shares, as applicable and (v) any securities issued or issuable
      upon any stock split, dividend or other distribution, recapitalization or
      similar event, or any price adjustment as a result of such stock splits, reverse
      stock splits or similar events with respect to any of the securities referenced
      in (i), (ii), (iii), (iv) or (v) above.

     

    “Registration
      Statement”
      means
      the registration statement required to be filed in accordance with Section
      2(a)
      and any additional registration statement(s) required to be filed under Section
      2(b), Section 2(c), Section 2(d) or Section 2(e), including (in each case)
      the
      Prospectus, amendments and supplements to such registration statements or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference therein. Registration Statement will also include any other required
      or acceptable form and any successor form promulgated by the
      Commission.

     

    “Rule
      144”
      means
      Rule 144 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 effect as
      such
      Rule.

     

    “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 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 effect as
      such
      Rule.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended.

     

    “Shares”
      means
      the shares of Common Stock issued or issuable to the Investors pursuant to
      the
      Purchase Agreement.

     

    “Shell
      Percentage” means
      the
      percentage (expressed as a decimal) that the Shell Shares included in a
      Registration Statement as initially filed represent of the aggregate of the
      Shell Shares and Registrable Securities included in such Registration Statement
      as initially filed.

     

    “Shell
      Shares”
has
      the
      meaning set forth in Section 2(a).

     

    
      
        
        

      

      
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            	2.	
              Registration.

            


    

     

    (a)  On
      or
      prior to the applicable Filing Date, the Company shall prepare and file with
      the
      Commission a Registration Statement covering the resale of
      the
      Registrable Securities (other than in the case of the Registration Statement
      to
      be filed under this Section 2(a), the 2007 Make Good Shares and the 2008 Make
      Good Shares) not already covered by an existing and effective Registration
      Statement for an offering to be made on a continuous basis pursuant to Rule
      415,
      on Form S-1 (or on such other form appropriate for such purpose). The
      initial Registration Statement to be filed under this Section shall be filed
      to
      include all of the Registrable Securities (other than the 2007 Make Good Shares
      and the 2008 Make Good Shares) and all of the shares of Common Stock specified
      on Schedule A attached hereto (collectively, the “Shell
      Shares).
      Such
      Registration Statement shall contain (except if otherwise required pursuant
      to
      written comments received from the Commission upon a review of such Registration
      Statement) the “Plan of Distribution” attached hereto as Annex
      A.
      The Company shall cause such Registration Statement to be declared effective
      under the Securities Act as
      soon as
      possible but, in any event, no later than its Effectiveness Date, and shall
      use
      its reasonable best efforts to keep the Registration Statement continuously
      effective under the Securities Act until the date which is the earliest of
      (i)
      two years after its Effective Date (and for purposes of a Registration Statement
      contemplated in Section 2(b), Section 2(c), Section 2(d) and/or Section 2(e)
      hereof, two years after the Effective Date therefore), (ii) such time as all
      of
      the Registrable Securities covered by such Registration Statement have been
      publicly sold by the Holders, or (iii) such time as all of the Registrable
      Securities covered by such Registration Statement may be sold by the Holders
      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”).
      By
      5:00 p.m. (New York City time) on the Business Day immediately following the
      Effective Date of such Registration Statement, the Company shall file with
      the
      Commission in accordance with Rule 424 under the Securities Act the final
      prospectus to be used in connection with sales pursuant to such Registration
      Statement (whether or not such filing is technically required under such Rule).
      

     

    (b)  If
      all of
      the Registrable Securities and Shell Shares to be included in the Registration
      Statement filed pursuant to Section 2(a) cannot be so included due to Commission
      Comments, then the Company shall prepare and file by the applicable
      Filing
      Date for such Registration Statement(s),
      such
      number of
      additional Registration Statements
      as may be necessary in order to ensure that
      all
      Registrable Securities and
      Shell
      Shares (other
      than the 2007 Make Good Shares and 2008 Make Good Shares, unless the 2007
      Delivery Date or 2008 Delivery Date, as the case may be, shall have occurred)
      are
      covered
      by an existing and effective Registration Statement.
      Accordingly, if for example, an initial Registration Statement is filed under
      Section 2(b) to register shares taken off a Registration Statement filed under
      Section 2(a) due to Commission Comments and Commission Comments again require
      shares to be removed for such newly filed Registration Statement under this
      Section 2(b), then the Company will prepare and file additional Registration
      Statements until such time as all such required shares are covered by effective
      Registration Statements. Any Registration Statements to be filed under this
      Section shall be
      for an
      offering to be made on a continuous basis pursuant to Rule 415, on Form S-3
      (or
      on such other form appropriate for such purpose). Such Registration Statement
      shall contain (except if otherwise required pursuant to written comments
      received from the Commission upon a review of such Registration Statement)
      the
      "Plan of Distribution" attached hereto as Annex A. The Company shall cause
      such
      Registration Statement to be declared effective under the Securities Act as
      soon
      as possible but, in any event, by its Effectiveness Date, and shall use its
      reasonable best efforts to keep such Registration Statement continuously
      effective under the Securities Act during the entire Effectiveness Period.
      By
      5:00 p.m. (New York City time) on the Effective Date, the Company shall file
      with the Commission in accordance with Rule 424 under the Securities Act the
      final prospectus to be used in connection with sales pursuant to such
      Registration Statement (whether or not such filing is technically required
      under
      such Rule).

     

    
      
        
        

      

      
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    (c)  Promptly
      following any date on which the Company becomes eligible to use a registration
      statement on Form S-3 to register Registrable Securities and Shell Shares for
      resale, the Company shall file a Registration Statement on Form S-3 covering
      all
      such Registrable Securities and Shell Shares (or a post-effective amendment
      on
      Form S-3 to the then effective Registration Statement) and shall cause such
      Registration Statement to be filed by the Filing Date for such Registration
      Statement and declared effective under the Securities Act as soon as possible
      thereafter, but in any event prior to the Effectiveness Date therefore.
Such
      Registration Statement shall contain (except if otherwise required pursuant
      to
      written comments received from the Commission upon a review of such Registration
      Statement) the “Plan of Distribution” attached hereto as Annex A. The Company
      shall use its reasonable best efforts to keep such Registration Statement
      continuously effective under the Securities Act during the entire Effectiveness
      Period. By 5:00 p.m. (New York City time) on the Business Day immediately
      following the Effective Date of such Registration Statement, the Company shall
      file with the Commission in accordance with Rule 424 under the Securities Act
      the final prospectus to be used in connection with sales pursuant to such
      Registration Statement (whether or not such filing is technically required
      under
      such Rule).

     

    (d)  On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a Registration Statement covering the resale of the 2007 Make Good Shares on
      Form S-3 if the Company is then eligible to utilize such Form (or on such other
      form appropriate for such purpose) and shall cause such Registration Statement
      to be filed by the Filing Date for such Registration Statement and declared
      effective under the Securities Act as soon as possible thereafter, but in any
      event prior to the Effectiveness Date therefore. Such Registration Statement
      shall contain (except if otherwise required pursuant to written comments
      received from the Commission upon a review of such Registration Statement)
      the
“Plan of Distribution” attached hereto as Annex A. The Company shall use its
      reasonable best efforts to keep such Registration Statement continuously
      effective under the Securities Act during the entire Effectiveness Period which
      is applicable to it. By 5:00 p.m. (New York City time) on the Business Day
      immediately following the Effective Date of such Registration Statement, the
      Company shall file with the Commission in accordance with Rule 424 under the
      Securities Act the final prospectus to be used in connection with sales pursuant
      to such Registration Statement (whether or not such filing is technically
      required under such Rule).

     

    (e)  On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a Registration Statement covering the resale of the 2008 Make Good Shares on
      Form S-3 if the Company is then eligible to utilize such Form (or on such other
      form appropriate for such purpose) and shall cause such Registration Statement
      to be filed by the Filing Date for such Registration Statement and declared
      effective under the Securities Act as soon as possible thereafter, but in any
      event prior to the Effectiveness Date therefore. Such Registration Statement
      shall contain (except if otherwise required pursuant to written comments
      received from the Commission upon a review of such Registration Statement)
      the
“Plan of Distribution” attached hereto as Annex A. The Company shall use its
      reasonable best efforts to keep such Registration Statement continuously
      effective under the Securities Act during the entire Effectiveness Period which
      is applicable to it. By 5:00 p.m. (New York City time) on the Business Day
      immediately following the Effective Date of such Registration Statement, the
      Company shall file with the Commission in accordance with Rule 424 under the
      Securities Act the final prospectus to be used in connection with sales pursuant
      to such Registration Statement (whether or not such filing is technically
      required under such Rule).

     

    
      
        
        

      

      
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    (f)  If:
      (i) a
      Registration Statement is not filed on or prior to its Filing Date covering
      the
      Registrable Securities required under this Agreement to
      be
      included therein (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) hereof, the Company shall not be deemed to have
      satisfied this clause (i)), or (ii) a Registration Statement is not declared
      effective by the Commission on or prior to its required Effectiveness Date
      or if
      by the Business Day immediately following the Effective Date the Company shall
      not have filed a “final” prospectus for the Registration Statement with the
      Commission under Rule 424(b) (whether or not such a prospectus is technically
      required by such Rule), or (iii) after its Effective Date, without regard for
      the reason thereunder or efforts therefore, such Registration Statement ceases
      for any reason to be effective and available to the Holders as to the
      Registrable Securities to which it is required to cover at any time prior to
      the
      expiration of its Effectiveness Period for more than an aggregate of 30 Trading
      Days (which need not be consecutive) (any such failure or breach being referred
      to as an “Event,”
      and for
      purposes of clauses (i) or (ii) the date on which such Event occurs, or for
      purposes of clause (iii) the date which such 30 Trading Day-period 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
      1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant
      to the Purchase Agreement; provided, however, that the total amount of partial
      liquidated damages payable by the Company pursuant to all Events under this
      Section shall be capped at an aggregate of 10% of the aggregate Investment
      Amount paid by the Investors under the Purchase Agreement. 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, except in the
      case of the first Event Date. In no event will the Company be liable for
      liquidated damages under this Agreement in excess of 1.0% of the aggregate
      Investment Amount of the Investors in any 30-day period. The Company will not
      be
      liable for liquidated damages to the Placement Agent or the Shell Holders under
      this Agreement with respect to any Placement Agent Warrants, shares of Common
      Stock issuable upon exercise of any Placement Agent Warrants or Shell Shares.
      For the avoidance of doubt, the Company shall not be liable for liquidated
      damages under this Agreement as to any Registrable Securities which are not
      permitted by the Commission to be included in Registration Statements due solely
      to Commission Comments until the provisions of this Agreement as to the next
      applicable Registration Statement required to be filed hereunder are triggered,
      in which case the provisions of this Section 2(f) shall apply, if
      applicable.

     

    (g)  Each
      Holder and
      Shell
      Holder agree
      to
      furnish to the Company a completed Questionnaire in the form attached to this
      Agreement as Annex B (a “Selling
      Holder Questionnaire”).
      The
      Company shall not be required to include the Registrable Securities of a Holder
      or a Shell Holder in a Registration Statement and shall not be required to
      pay
      any liquidated or other damages under Section 2(f) to any Holder who fails
      to
      furnish to the Company a fully completed Selling Holder Questionnaire at least
      two Trading Days prior to the Filing Date (subject to the requirements set
      forth
      in Section 3(a)).

     

    
      
        
        

      

      
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    (h)  In
      the
      event that the Company receives Commission Comments limiting the amount of
      shares of Common Stock which may be included in any such Registration Statement
      (such number of shares of Common Stock which the Company may include in such
      Registration Statement in accordance with the Commission Comments, the
“Allowable
      Maximum”),
      the
      number of Registrable Securities and Shell Shares sought to be included in
      any
      such Registration Statement shall be cutback as follows:

     

    (i) the
      Shell
      Shares shall be cutback and removed from such Registration Statement until
      the
      aggregate number of all Shell Shares to be included in such Registration
      Statement equals 30% of the aggregate number of Shell Shares included in such
      Registration Statement as initially filed, but not more than as needed such
      that
      the total number of Registrable Securities plus Shell Shares not so cutback
      would not exceed the Allowable Maximum
      (it
      being understood that such cutbacks will be applied pro rata among the Shell
      Holders in accordance with each Shell Holder’s portion of the aggregate number
      of Shell Shares initially sought to be included in such Registration Statement);
      then

    


    (ii) the
      Registrable Securities shall be cutback and removed from such Registration
      Statement until the aggregate number of such Registrable Securities to be
      included in such Registration Statement equals the Allowable Maximum minus
      the
      number of Shell Shares which have not been cutback and removed from such
      Registration Statement in accordance with Section 2(h)(i) (it
      being
      understood that such cutbacks will applied pro rata among the Holders in
      accordance with each Holder’s portion of the aggregate number of Registrable
      Securities initially sought to be included in such Registration
      Statement);
      then

    


    (iii) in
      the
      event that the percentage of Registrable Securities being registered in
      accordance with Section 2(h)(ii) is less than 30% of the aggregate number of
      Registrable Securities included
      in such Registration Statement as initially filed,
      then
      (A) notwithstanding the operation of Section 2(h)(i) above, the number of Shell
      Shares which can be included in such Registration Statement shall equal (1)
      the
      product of (x) the percentage (expressed as decimal) of the quotient obtained
      by
      dividing the number of Registrable Securities which can be included in such
      Registration Statement pursuant to the operation of Section 2(h)(ii) by the
      aggregate number of Registrable Securities proposed to be included
      in such Registration Statement, as initially filed
      and (y)
      the aggregate number of Shell Shares sought to be included in
      such
      Registration Statement as initially filed plus
      (2)
      the product of (x) the Additional Portion and (y) the Shell Percentage
and
      (B)
      notwithstanding the operation of Section 2(h)(ii), the number of Registrable
      Securities which can be included in such Registration Statement shall equal
      the
      sum of (1) the number of Registrable Securities which can be included in such
      Registration Statement pursuant to Section 2(h)(ii) and (2) the product of
      (x)
      the Additional
      Portion and (y) the Holders’ Percentage.
      For the
      avoidance of doubt, (i) the
      amount of Registrable Securities which can be included in a Registration
      Statement pursuant to the operation of this Section 2(h)(iii) shall be allocated
      pro
      rata
      among the Holders in accordance with each Holder’s portion of the aggregate
      number of Registrable Securities initially sought to be included in such
      Registration Statement and
      (ii)
the
      amount of Shell Shares which can be included in a Registration Statement
      pursuant to the operation of this Section 2(h)(iii) shall be allocated
pro
      rata
      among the Shell Holders in accordance with each Shell Holder’s portion of the
      aggregate number of Shell Shares initially sought to be included in such
      Registration Statement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    For
      example, if the initial Registration Statement as filed included a
      total
      of 10,000,000 shares of which 8,400,000
      are
      Registrable
      Securities and 1,600,000
      are
      Shell
      Shares (with an Allowable Maximum of 2,000,000 shares due to Commission
      Comments), then this Section 2(h) would work as follows: (i) the number of
      Shell
      Shares which could be included in such Registration Statement pursuant to
      Section 2(h)(i) would equal 480,000 Shell Shares (1,600,000 Shell Shares
      multiplied by 30%), (ii) the number of Registrable Securities which could be
      included in such Registration Statement pursuant to Section 2(h)(ii) would
      equal
      1,520,000 Registrable Securities (2,000,000 shares (Allowable Maximum) minus
      480,000 Shell Shares) and (iii) since the Holders could only include 18% of
      the
      aggregate number of Registrable Securities included
      in such Registration Statement as initially filed
      (obtained by dividing 1,520,000 Registrable Securities by 8,400,000 Registrable
      Securities), (A) the number of Shell Shares which can be included in such
      Registration Statement shall be proportionately decreased to equal the sum
      of
      (1) 288,000 Shell Shares (which is 18% of 1,600,000 Shell Shares) and (2) 30,720
      Shell Shares (which is the product of 192,000 shares (the Additional Portion)
      and .16 (the Shell Percentage)) and (B) the number of Registrable Securities
      which can be included in such Registration Statement shall be proportionately
      increased to equal the sum of (1) 1,520,000 Registrable Securities and (2)
      161,280 Registrable Securities (which is the product of 192,000 shares (the
      Additional Portion) and .84 (the Holders’ Percentage)).
      Accordingly,
      upon the operation of Section 2(h)(iii), if applicable, the Holders would be
      permitted to include a total of 1,681,280 Registrable Securities in such
      Registration Statement and the Shell Holders would be permitted to include
      a
      total of 318,720 Shell Shares in such Registration Statement. The sum of 318,720
      Shell Shares and 1,681,280
      Registrable Securities equals 2,000,000 shares which is the Allowable Maximum
      in
      this example.

    


    Notwithstanding
      the foregoing, while the Shell Shares will be afforded piggy-back registration
      rights on any Registration Statement to be filed under Sections 2(d) and 2(e),
      any cutbacks arising from Commission Comments with respect to such Registration
      Statements shall be applied first to the entirety of any such Shell Shares
      prior
      to any cutbacks to the Registrable Securities to be included
      thereon.

    


    Subject
      to the terms of this Agreement, commencing on the date on which all Registrable
      Securities are either (a) covered by effective Registration Statements or (b)
      may be resold by the Holders thereof in accordance with 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, whichever of (a) or (b) occurs first, the Shell Holders then
      holding a majority of the remaining outstanding Shell Shares which are not
      then
      covered by effective registration statements (including Registration Statements)
      may request the Company in writing (each a “Demand”)
      to
      effect a registration with the Commission under and in accordance with the
      provisions of the Securities Act of all or part of such Shell Shares. Any
      registration statement to be filed at the request of the Shell Holders shall
      be
      subject to the piggy-back registration rights of the Holders set forth in
      Section 6(e), but any cutbacks to such registration statement shall be applied
      to ensure that the Holder’s Registrable Securities will be afforded the same
      priority as set forth in this Section. The
      Company shall cause any registration statement filed pursuant to the foregoing
      to be declared effective under the Securities Act as soon as possible and shall
      use its reasonable best efforts to keep such registration statement continuously
      effective under the Securities Act until the date which is the earliest of
      (i)
      two years after such registration statement is declared effective by the
      Commission, (ii) such time as all of the shares of Common Stock covered by
      such
      registration statement have been publicly sold by the holders thereof, or (iii)
      such time as all of the shares of Common Stock covered by such registration
      statement may be sold by the holders thereof 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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    3.    
      Registration Procedures.

     

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

     

    (a)  Not
      less
      than four Trading Days prior to the filing of a Registration Statement or any
      related Prospectus or any amendment or supplement thereto, the Company shall
      furnish to each Holder and Shell Holder copies of the “Selling Stockholders”
section of such document, the “Plan of Distribution” and any risk factor
      contained in such document that addresses specifically this transaction or
      the
      Selling Stockholders, as proposed to be filed which documents will be subject
      to
      the review of such Holder and Shell Holder. The Company shall not file a
      Registration Statement, any Prospectus or any amendments or supplements thereto
      in which the “Selling Stockholder” section thereof differs in any material
      respect from the disclosure received from a Holder or Shell Holder in its
      Selling Holder Questionnaire (as amended or supplemented).

     

    (b)  (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to each Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep such Registration Statement continuously
      effective as to the applicable Registrable Securities and Shell Shares for
      its
      Effectiveness Period and prepare and file with the Commission such additional
      Registration Statements in accordance with Section 2(b) in order to register
      for
      resale under the Securities Act all of the required Registrable Securities
      and
      Shell Shares; (ii) cause the related Prospectus to be amended or supplemented
      by
      any required Prospectus supplement, 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 each 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 such Registration Statement that would not result
      in
      the disclosure to the Holders of material and non-public information concerning
      the Company; and (iv) comply in all material respects with the provisions of
      the
      Securities Act and the Exchange Act with respect to the Registration Statements
      and the disposition of the Registrable Securities and Shell Shares covered
      by
      each Registration Statement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c)  Notify
      the Holders and Shell Holders as promptly as reasonably possible (and, in the
      case of (i)(A) below, not less than three Trading Days prior to such filing
      and,
      in the case of (v) below, not less than three Trading Days prior to the
      financial statements in any Registration Statement becoming ineligible for
      inclusion therein) 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 (the Company
      shall
      provide true and complete copies thereof and all written responses thereto
      to
      each of the Holders that pertain to the Holders as a Selling Stockholder or
      to
      the Plan of Distribution, but not information which the Company believes would
      constitute material and non-public information); and (C) with respect to each
      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 of any stop order suspending the effectiveness of a Registration
      Statement covering any or all of the Registrable Securities or Shell Shares
      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 or Shell
      Shares for sale in any jurisdiction, or the initiation or threatening of any
      Proceeding for such purpose; and (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 such 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 such Registration Statement, Prospectus or other
      documents so that, in the case of such 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.

     

    (d)  Use
      its
      reasonable 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 or Shell Shares for sale
      in
      any jurisdiction, at the earliest practicable moment.

     

    (e)  Furnish
      to each Holder and Shell Holder after request, without charge, at least one
      conformed copy of each Registration Statement and each amendment thereto and
      all
      exhibits to the extent requested by such Person (including those previously
      furnished) promptly after the filing of such documents with the
      Commission.

     

    (f)  Promptly
      deliver to each Holder and Shell Holder, without charge, as many copies of
      each
      Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request. The
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by each of the selling Holders and Shell Holders in
      connection with the offering and sale of the Registrable Securities and Shell
      Shares covered by such Prospectus and any amendment or supplement
      thereto.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (g)  Prior
      to
      any public offering of Registrable Securities and/or Shell Shares, register
      or
      qualify the Registrable Securities and Shell Shares for offer and sale under
      the
      securities or Blue Sky laws of such jurisdictions within the United States
      as
      any Holder or Shell Holder may request, to keep each such registration or
      qualification (or exemption therefrom) effective during the Effectiveness Period
      and to do any and all other acts or things necessary or advisable to enable
      the
      disposition in such jurisdictions of the Registrable Securities and Shell Shares
      covered by the Registration Statements.

     

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

     

    (i)  Upon
      the
      occurrence of any event contemplated by Section 3(c)(v), as promptly as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the affected Registration Statements 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, no Registration Statement nor any 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.

     

    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 or Shell Shares 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, and (B) in compliance with applicable state
      securities or Blue Sky laws), (ii) printing expenses (including, without
      limitation, expenses of printing certificates for Registrable Securities and
      Shell Shares and of printing prospectuses if the printing of prospectuses is
      reasonably requested by the holders of a majority of the Registrable Securities
      and/or Shell Shares included in the Registration Statement), (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 and Shell
      Shares on any securities exchange as required hereunder. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    5.    
      Indemnification.

     

    (a)  Indemnification
      by the Company. The Company shall, notwithstanding any termination of this
      Agreement, indemnify and hold harmless each Holder and Shell Holder, the
      officers, directors, agents, investment advisors, partners, members and
      employees of each of them, each Person who controls any such Holder or Shell
      Holder (within the meaning of Section 15 of the Securities Act or Section 20
      of
      the Exchange Act) and the officers, directors, agents and employees 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 costs of preparation and reasonable attorneys'
      fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to 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 (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, except to the extent, but only to the extent, that (1) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder or such Shell Holder furnished in writing to the Company by such Holder
      or by such Shell Holder expressly for use therein, or to the extent that such
      information relates to such Holder or Shell Holder or such Holder's or Shell
      Holder’s proposed method of distribution of Registrable Securities and/or Shell
      Shares and was reviewed and expressly approved in writing by such Holder or
      Shell Holder expressly for use in the Registration Statement, such Prospectus
      or
      such form of Prospectus or in any amendment or supplement thereto (it being
      understood that the Holders and Shell Holders have approved Annex A hereto
      for
      this purpose) or (2) in the case of an occurrence of an event of the type
      specified in Section 3(c)(ii)-(v), the use by such Holder or Shell Holder of
      an
      outdated or defective Prospectus after the Company has notified such Holder
      or
      Shell Holder in writing that the Prospectus is outdated or defective and prior
      to the receipt by such Holder or Shell Holder of an Advice or an amended or
      supplemented Prospectus, but only if and to the extent that following the
      receipt of the Advice or the amended or supplemented Prospectus the misstatement
      or omission giving rise to such Loss would have been corrected. The Company
      shall notify the Holders and Shell Holders promptly of the institution, threat
      or assertion of any Proceeding of which the Company is aware in connection
      with
      the transactions contemplated by this Agreement. The action or inaction of
      any
      Holder or Shell Holder shall not impair the indemnification rights of any other
      Holder or Shell Holder hereunder.

    


    (b)  Indemnification
      by Holders and Shell Holders. Each Holder and each Shell 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, arising solely out of or based solely upon: (x) such Holder's or
      Shell
      Holder’s failure to comply with the prospectus delivery requirements of the
      Securities Act or (y) any 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 arising solely out of or based solely upon
      any omission of a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading to the extent, but only to the extent
      that, (1) such untrue statements or omissions are based solely upon information
      regarding such Holder or such Shell Holder furnished in writing to the Company
      by such Holder or by such Shell Holder expressly for use therein, or to the
      extent that such information relates to such Holder or Shell Holder or such
      Holder's or Shell Holder’s proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      or
      Shell Holder expressly for use in the Registration Statement (it being
      understood that the Holders and Shell Holders have approved Annex A hereto
      for
      this purpose), such Prospectus or such form of Prospectus or in any amendment
      or
      supplement thereto or (2) in the case of an occurrence of an event of the type
      specified in Section 3(c)(ii)-(v), the use by such Holder or Shell Holder of
      an
      outdated or defective Prospectus after the Company has notified such Holder
      or
      Shell Holder in writing that the Prospectus is outdated or defective and prior
      to the receipt by such Holder or Shell Holder of an Advice or an amended or
      supplemented Prospectus, but only if and to the extent that following the
      receipt of the Advice or the amended or supplemented Prospectus the misstatement
      or omission giving rise to such Loss would have been corrected. In no event
      shall the liability of any selling Holder or Shell Holder hereunder be greater
      in amount than the dollar amount of the net proceeds received by such Holder
      or
      Shell Holder upon the sale of the Registrable Securities (or Shell Shares,
      as
      the case may be) giving rise to such indemnification obligation.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (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 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
      proximately and materially adversely 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 such Indemnified Party shall have been advised
      by counsel that a 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 such 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. 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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    All
      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 (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided, that the Indemnifying Party may require such Indemnified
      Party to undertake to reimburse all such fees and expenses to the extent it
      is
      finally judicially determined that such Indemnified Party is not entitled to
      indemnification hereunder).

     

    (d) Contribution.
      If a claim for indemnification under Section 5(a) or 5(b) is unavailable to
      an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, 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 Section 5(c), any reasonable attorneys' or other reasonable 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 or Shell 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 or Shell Holder
      from the sale of the Registrable Securities or Shell Shares subject to the
      Proceeding exceeds the amount of any damages that such Holder or Shell Holder
      has otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission.

     

    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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    6.    
      Miscellaneous.

     

    (a)  Remedies.
      In the event of a breach by the Company or by a Holder or Shell Holder, of
      any
      of their respective obligations under this Agreement, a Holder or Shell 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 and Shell 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 waive the defense that a remedy at law would
      be
      adequate.

    


    (b)  No
      Piggyback on Registrations. Except as and to the extent specified in Schedule
      3.1(u) to the Purchase Agreement, 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 a Registration Statement other than the Registrable
      Securities, and the Company shall not during the Effectiveness Period enter
      into
      any agreement providing any such right to any of its security
      holders.

    


    (c)  Compliance.
      Each Holder and each Shell Holder severally and not jointly 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 the Registration Statement.

    


    (d)  Discontinued
      Disposition. Each Holder and each Shell Holder severally and not jointly agrees
      that, upon receipt of a notice from the Company of the occurrence of any event
      of the kind described in Section 3(c), such Holder or Shell Holder, as
      applicable, will forthwith discontinue disposition of such Registrable
      Securities or Shell Shares under the Registration Statement until such Holder's
      or Shell Holder’s receipt of the copies of the supplemented Prospectus and/or
      amended Registration Statement or until it is advised in writing (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph.

    


    (e)  Piggy-Back
      Registrations. If at any time commencing
      on
      the
initial
      Effectiveness
      Date
      under Section 2(a), 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 stock option or other employee
      benefit plans, then the Company shall send to each Holder written notice of
      such
      determination and, if within fifteen days after receipt 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, subject to customary underwriter cutbacks
      applicable to all holders of registration rights.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (f)  Amendments
      and Waivers. The provisions of this Agreement, including the provisions of
      this
      Section 6(f), 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 no less
      than a majority in interest 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
      certain Holders and that does not directly or indirectly affect the rights
      of
      other Holders may be given by Holders of at least a majority of the Registrable
      Securities to which such waiver or consent relates.
      Notwithstanding the foregoing, any amendment, modification or supplement to
      Section 2 of this Agreement (other than as to Section 2(d), Section 2(e) and
      Section 2(f) hereof and as to waivers of the scheduled Filing Date or
      Effectiveness Date) shall require the written consent of a majority in interest
      of the Holders and Shell Holders (which for such purposes equals no less than
      50% of the aggregate of all Registrable Securities and Shell Shares taken as
      a
      whole).

    


    (g)  Notices.
      Any and all notices or other communications or deliveries required or permitted
      to be provided hereunder shall be in writing and shall be deemed given and
      effective on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile (provided the sender receives a
      machine-generated confirmation of successful transmission) at the facsimile
      number specified in this Section prior to 6:30 p.m. (New York City time) on
      a
      Trading Day, (b) the next Trading Day after the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number
      specified in this Section on a day that is not a Trading Day or later than
      6:30
      p.m. (New York City time) on any Trading Day, or (c) upon actual receipt by
      the
      party to whom such notice is required to be given if sent by any means other
      than facsimile transmission. The address for such notices and communications
      shall be as follows:


    

      
        	
                If
                  to the Company:

              	
                Equicap,
                  Inc. 

              
	 	
                c/o
                  Usunco Automotive Limited

              
	 	
                10510
                  Hillsboro Road

              
	 	
                Santa
                  Ana, CA 92705

              
	 	
                Telephone:
                  904-507-4937

              
	 	
                Facsimile:
                  904-507-9151

              
	 	
                Attn.:
                  Mr. Peter Wang

              
	 	
                 

              
	
                With
                  a copy to:

              	
                Graubard
                  Miller

              
	 	
                405
                  Lexington Avenue, 19th
                  Floor

              
	 	
                New
                  York, New York 10174

              
	 	
                Facsimile:
                  212-818-8881 

                Attn.:
                  Andrew D. Hudders, Esq.

              
	 	
                 

              
	
                If
                  to an Investor:

              	
                To
                  the address set forth under such Investor's name on the signature
                  pages
                  hereto.

              
	 	
                 

              
	
                If
                  to a Shell Holder:

              	
                To
                  the address set forth under such Shell Holder’s name on the signature
                  pages hereto.

              


      

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    If
      to any
      other Person who is then the registered Holder:

     

    To
      the
      address of such Holder as it appears in the stock  transfer
      books of the Company

     

    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

     

    (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 and Shell Holder. The Company may not assign its
      rights or obligations hereunder without the prior written consent of each
      Holder. Each Holder may assign its respective rights hereunder in the manner
      and
      to the Persons as permitted under the Purchase Agreement. The Shell Holders
      may
      assign their rights hereunder only to persons who are affiliates of such Shell
      Holders.

     

    (i)  Execution
      and Counterparts. This Agreement may be executed in any number of counterparts,
      each of which when so executed shall be deemed to be an original and, all of
      which taken together shall constitute one and the same Agreement. In the event
      that any signature is delivered by facsimile transmission, such signature shall
      create a valid binding obligation of the party executing (or on whose behalf
      such signature is executed) the same with the same force and effect as if such
      facsimile signature were the original thereof.

     

    (j)  Governing
      Law. All questions concerning the construction, validity, enforcement and
      interpretation of this Agreement shall be governed by and construed and enforced
      in accordance with the internal laws of the State of New York, without regard
      to
      the principles of conflicts of law thereof. Each party agrees that all
      Proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement (whether brought against a party
      hereto or its respective Affiliates, employees or agents) will be commenced
      in
      the New York Courts. Each party hereto hereby irrevocably submits to the
      exclusive jurisdiction of the New York Courts for the adjudication of any
      dispute hereunder or in connection herewith or with any transaction contemplated
      hereby or discussed herein, and hereby irrevocably waives, and agrees not to
      assert in any Proceeding, any claim that it is not personally subject to the
      jurisdiction of any New York Court, or that such Proceeding has been commenced
      in an improper or inconvenient forum. Each party hereto hereby irrevocably
      waives personal service of process and consents to process being served in
      any
      such Proceeding by mailing a copy thereof via registered or certified mail
      or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Agreement and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. Each party hereto hereby irrevocably waives,
      to
      the fullest extent permitted by applicable law, any and all right to trial
      by
      jury in any Proceeding arising out of or relating to this Agreement or the
      transactions contemplated hereby. If either party shall commence a Proceeding
      to
      enforce any provisions of this Agreement, then the prevailing party in such
      Proceeding shall be reimbursed by the other party for its attorney’s fees and
      other costs and expenses incurred with the investigation, preparation and
      prosecution of such Proceeding.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

    (l)  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 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.

     

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

     

    (n)  Independent
      Nature of Investors' and Shell Holders’ Obligations and Rights. The obligations
      of each Investor and Shell Holder under this Agreement are several and not
      joint
      with the obligations of each other Investor and Shell Holder, and no Investor
      or
      Shell Holder shall be responsible in any way for the performance of the
      obligations of any other Investor or Shell Holder under this Agreement. Nothing
      contained herein or in any Transaction Document, and no action taken by any
      Investor or Shell Holder pursuant thereto, shall be deemed to constitute the
      Investors or Shell Holders as a partnership, an association, a joint venture
      or
      any other kind of entity, or create a presumption that the Investors or Shell
      Holders are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by this Agreement or any other
      Transaction Document. Each Investor and Shell Holder acknowledges that no other
      Investor or Shell Holder will be acting as agent of such Investor or Shell
      Holder in enforcing its rights under this Agreement. Each Investor and Shell
      Holder shall be entitled to independently protect and enforce its rights,
      including without limitation the rights arising out of this Agreement, and
      it
      shall not be necessary for any other Investor or Shell Holder to be joined
      as an
      additional party in any Proceeding for such purpose. The Company acknowledges
      that each of the Investors and Shell Holders has been provided with the same
      Registration Rights Agreement for the purpose of closing a transaction with
      multiple Investors and not because it was required or requested to do so by
      any
      Investor.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES TO FOLLOW]

     

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

    
      	 	 	 
	 	
              EQUICAP,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name:
                Peter Wang 

            
	 	
              Title:
                Chairman and President

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES OF INVESTORS TO FOLLOW]

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

    
      	 	 	 
	 	
              INVESTORS:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
                
Name:

              Title:

            
	 	 	 
	 	
              ADDRESS
                FOR NOTICE

            


    

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE 

    PAGE
      FOR
      OTHER INVESTOR FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    
      	 	 	 
	 	
              VFINANCE:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
                
Name:

              Title:

            
	 	 	 
	 	
              ADDRESS
                FOR NOTICE

            


    

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE 

    PAGE
      FOR
      OTHER INVESTOR FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	Solely
              as to the applicable Sections:
	 	 	 
	 	
              SHELL
                HOLDERS:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              

              Name:

              Title:

            
	 	 	 
	 	
              ADDRESS
                FOR NOTICE

            


    

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE 

    PAGE
      FOR
      OTHER SHELL HOLDERS FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      A

     

    Plan
      of
      Distribution

     

    The
      Selling Stockholders and any of their pledgees, donees, transferees, assignees
      and successors-in-interest may, from time to time, sell any or all of their
      shares of Common Stock on any 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. The Selling Stockholders may use any one or more
      of
      the following methods when selling shares:

     

    
      	·  	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits Investors;

            


    

     

    
      	·  	
              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;

            


    

     

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

            


    

     

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

            


    

     

    
      	·  	
              privately
                negotiated transactions;

            


    

     

    
      	·  	
              to
                cover short sales made after the date that this Registration Statement
                is
                declared effective by the Commission;


            


    

     

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

            


    

     

    
      	·  	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	·  	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under 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. The
      Selling Stockholders do not expect these commissions and discounts to exceed
      what is customary in the types of transactions involved.

     

    The
      Selling Stockholders may from time to time pledge or grant a security interest
      in some or all of the Shares owned by them and, if they default in the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell shares of Common Stock from time to time under this prospectus,
      or under an amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act of 1933 amending the list of selling
      stockholders to include the pledgee, transferee or other successors in interest
      as selling stockholders under this prospectus.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Upon
      the
      Company being notified in writing by a Selling Stockholder that any material
      arrangement has been entered into with a broker-dealer for the sale of Common
      Stock through a block trade, special offering, exchange distribution or
      secondary distribution or a purchase by a broker or dealer, a supplement to
      this
      prospectus will be filed, if required, pursuant to Rule 424(b) under the
      Securities Act, disclosing (i) the name of each such Selling Stockholder and
      of
      the participating broker-dealer(s), (ii) the number of shares involved, (iii)
      the price at which such the shares of Common Stock were sold, (iv) the
      commissions paid or discounts or concessions allowed to such broker-dealer(s),
      where applicable, (v) that such broker-dealer(s) did not conduct any
      investigation to verify the information set out or incorporated by reference
      in
      this prospectus, and (vi) other facts material to the transaction. In addition,
      upon the Company being notified in writing by a Selling Stockholder that a
      donee
      or pledgee intends to sell more than 500 shares of Common Stock, a supplement
      to
      this prospectus will be filed if then required in accordance with applicable
      securities law.

     

    The
      Selling Stockholders also may transfer the shares of Common Stock in other
      circumstances, in which case the transferees, pledgees or other successors
      in
      interest will be the selling beneficial owners for purposes of this
      prospectus.

     

    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. Discounts, concessions, commissions and
      similar selling expenses, if any, that can be attributed to the sale of the
      securities will be paid by the Selling Stockholder and/or the purchasers. Each
      Selling Stockholder has represented and warranted to the Company that it
      acquired the securities subject to this registration statement in the ordinary
      course of such Selling Stockholder’s business and, at the time of its purchase
      of such securities such Selling Stockholder had no agreements or understandings,
      directly or indirectly, with any person to distribute any such securities.
      

     

    The
      Company has advised each Selling Stockholder that it may not use shares
      registered on this Registration Statement to cover short sales of Common Stock
      made prior to the date on which this Registration Statement shall have been
      declared effective by the Commission. If a Selling Stockholder uses this
      prospectus for any sale of the Common Stock, it will be subject to the
      prospectus delivery requirements of the Securities Act. The Selling Stockholders
      will be responsible to comply with the applicable provisions of the Securities
      Act and Exchange Act, and the rules and regulations thereunder promulgated,
      including, without limitation, Regulation M, as applicable to such Selling
      Stockholders in connection with resales of their respective shares under this
      Registration Statement.

     

    The
      Company is required to pay all fees and expenses incident to the registration
      of
      the shares, but the Company will not receive any proceeds from the sale of
      the
      Common Stock. The Company has agreed to indemnify the Selling Stockholders
      against certain losses, claims, damages and liabilities, including liabilities
      under the Securities Act. 

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Annex
      B

    
       

      EQUICAP,
        INC. (Usunco)

       

      OFFERING
        OF COMMON STOCK

      INVESTOR
        QUESTIONNAIRE

      


       

      NAME
        OF INVESTOR: _________________________________

       

      In
        connection with your purchase of shares of common stock (the “Securities”)
        of
        Equicap, Inc. (the “Company”)
        in
        various transactions (the “Offerings”),
        please provide the Company with the following information for the Company’s use
        in preparing a Registration Statement (the “Registration
        Statement”)
        relating to the Securities acquired by you which you are asking the Company
        to
        register. 

      


      A. General
        Information

       

      1. (a) Please
        state your or your organization’s name exactly
        as it should appear on the Registration Statement.

       

      (b) Please
        state your or your organization’s address exactly
        as it should appear on the Registration Statement.

       

      2. Please
        provide the Tax Identification Number of the person or entity listed in response
        to Item 1 above.

       

      3. Have
        you
        or your organization had any position, office or other material relationship
        within the past three years with the Company or any of its affiliates (other
        than as a participant in the Offerings)?

    

     

    o Yes o No 

    If
      yes,
      please indicate the nature of any such relationships below:

     

    4. Does
      the
      Plan of Distribution attached to this Questionnaire as Annex A accurately
      reflect the means by which you ultimately intend to dispose or sell the
      Securities? 

     

    
      o Yes o No 


     

    5. What
      is/are the name or names of the person or persons that exercise dispositive
      and
      voting authority over the Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B. Securities
      Holdings

     

    Please
      fill in all blanks in the following questions related to your beneficial
      ownership of
      the
      Company’s capital stock. Generally, the term “beneficial
      ownership”
refers
      to any direct or indirect interest in the securities which entitles you to
      any
      of the rights or benefits of ownership, even though you may not be the holder
      of
      record of the securities. For example, securities held in “street name” over
      which you exercise voting or investment power would be considered beneficially
      owned by
      you.
      Other examples of indirect ownership include ownership by a partnership in
      which
      you are a partner or by an estate or trust of which you or any member of your
      immediate
      family is
      a
      beneficiary. Ownership of securities held in the names of your spouse, minor
      children or other relatives who live in the same household may be attributed
      to
      you. 

    


     Please
      note: If
      you
      have any reason to believe that any interest in securities of the Company which
      you may have, however remote, is a beneficial interest, please describe such
      interest. For purposes of responding to this questionnaire, it is preferable
      to
      err on the side of inclusion rather than exclusion. Where the SEC's
      interpretation of beneficial
      ownership would
      require disclosure of your interest or possible interest in certain securities
      of the Company, and you believe that you do not actually possess the attributes
      of beneficial ownership, an appropriate response is to disclose the interest
      and
      at the same time disclaim beneficial ownership of the securities.

    


    1. As
      of the
      closing of the
      Purchase Agreement, I owned outright (including shares registered in my name
      individually or jointly with others, shares held in the name of a bank, broker,
      nominee, depository or in “street name” for my account), the following number of
      shares of the Company’s capital stock:

     

    2. As
      of the
      closing of the Purchase Agreement, I owned the following number of securities
      that are exercisable or exchangeable for, or convertible into the Company’s
      common stock:   

    


    3. In
      addition to the number of shares I own outright as indicated by my answer to
      Item B(l), as of the closing of the Purchase Agreement,
      I had or
      shared voting power or investment power, directly or indirectly, through a
      contract, arrangement, understanding, relationship or otherwise, over the
      following number of shares of the Company's capital stock: 

    


    


    4. Please
      identify the natural person or persons who have voting and/or investment control
      over the Company's securities that you own, and state whether such person(s)
      disclaims beneficial ownership of the securities. For example, if you are a
      general partnership, please identify the general partners in the partnership.
      

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    
      C. NASD
        Questions

       

      1.
        Are
        you
        (i) a “member”1 of
        the
        National Association of Securities Dealers, Inc. (the “NASD”),
        (ii)
        an “affiliate”2
        of a member of the NASD, (iii) a “person associated with a
        member” or an “associated person of a member” of the NASD or (iv) an immediate
        family member3 of
        the
        foregoing persons? If yes,
        please
        identify the member and describe such relationship (whether direct or indirect),
        and please respond to Item 2 below; if no,
        please
        proceed directly to Item 3 below.  
        

       

      
        
          o Yes o No 


        Description:

        


        2. If
          you
          answered “yes” to Question Number 1, please furnish any information as to
          whether any such member intends to participate in any capacity in the proposed
          public resale of the Securities, including the details of such
          participation:

      

       

      
        

      

      
        1  NASD
          defines a “member” as any broker or dealer admitted to membership in the NASD,
          or any officer or partner or branch manager of such a member, or any person
          occupying a similar status or performing a similar function for such a
          member.

         

        2 The
          term
“affiliate” means a person that directly, or indirectly through one or more
          intermediaries, controls, or is controlled by, or is in common control
          with, the
          person specified. Persons who have acted or are acting on behalf of or
          for the
          benefit of a person include, but are not necessarily limited to, directors,
          officers, employees, agents, consultants and sales representatives. The
          following should apply for purposes of the foregoing:

      

       

      (i) a
        person
        should be presumed to control a Member if the person beneficially owns 10
        percent or more the outstanding voting securities of a Member which is a
        corporation, or beneficially owns a partnership interest in 10 percent or
        more
        of the distributable profits or losses of a Member which is a
        partnership;

       

      (ii)
        a
        Member should be presumed to control a person if the Member and Persons
        Associated With a Member beneficially own 10 percent or more of the outstanding
        voting securities of a person which is a corporation, or beneficially own
        a
        partnership interest in 10 percent or more of the distributable profits or
        losses of a person which is a partnership; (iii) a person should be presumed
        to
        be under common control with a Member if:

       

      (1) the
        same
        person controls both the Member and another person by beneficially owning
        10
        percent or more of the outstanding voting securities of a Member or person
        which
        is a corporation, or by beneficially owning a partnership interest in 10
        percent
        or more of the distributable profits or losses of a Member or person which
        is a
        partnership; or

      (2)
        a
        person having the power to direct or cause the direction of the management
        or
        policies of the Member or such person also has the power to direct or cause
        the
        direction of the management or policies of the other entity in
        question.

       

      
        3
          Immediate family includes parents, mother-in-law, father-in-law, husband
          or
          wife, brother or sister, brother-in-law or sister-in-law, son-in-law or
          daughter-in-law, and children, or any other person who is supported, directly
          or
          indirectly, to a material extent, by a person associated with a member
          of the
          NASD or any other broker dealer.

         

        
          
            
            

          

          
            B-3

            
              

            

          

          
            
            

          

        

      

      


      3. Are
        you
        or have you been an “underwriter or related person”4 
        The term
“underwriter or related person” includes underwriters, underwriters' counsel,
        financial consultants and advisors, finders, members of the selling or
        distribution group, and any and all other persons associated with or related
        to
        any of such persons, including members of the immediate family of such
        persons.
        or a
        person associated with an underwriter or related person, including, without
        limitation, with respect to the proposed public resale of the Securities?
        If
        yes, please identify the underwriter or related person and describe such
        relationship (whether direct or indirect).

       

      
        o Yes o No 


      Description:

       

      4. If
        known,
        please describe in detail any underwriting compensation received or underwriting
        arrangements or dealings entered into during the previous twelve months,
        or
        proposed to be consummated in the next twelve months, between (i) any
        underwriter or related person, member of the NASD, affiliate of a member
        of the
        NASD, person associated with a member or associated person of a member of
        the
        NASD or any immediate family member thereof, on the one hand, and (ii) the
        Company, or any director, officer or shareholder thereof, on the other hand,
        which provides for the receipt of any item of value and/or the transfer of
        any
        warrants, options or other securities from the Company to any such person
        (other
        than the information relating to the arrangements with any investment firm
        or
        underwriting organization which may participate in the proposed public resale
        of
        the Securities). 

       

      Description:

       

      5. Have
        you
        purchased the securities in the ordinary course of business?

       

      
        
          o Yes o No 

        

      

       

      D. Regulation
        M

       

      You
        hereby acknowledge and agree that you have been advised by the Company that
        the
        anti-manipulation rules of Regulation M under the Exchange Act may apply
        to
        sales of shares in the market and to the activities of you and the other
        selling
        stockholders and your and their affiliates. In addition, you acknowledge
        that
        have agreed to make copies of the prospectus (as it may be supplemented or
        amended from time to time) available to you and the other selling stockholders
        for the purpose of satisfying the prospectus delivery requirements of the
        Securities Act. 

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

       

      E. Signatures

       

      The
        undersigned has prepared and carefully read this questionnaire. The undersigned
        understands that:

      
         

          
            

          

        

        4
          The term
“underwriter or related person” includes underwriters, underwriters' counsel,
          financial consultants and advisors, finders, members of the selling or
          distribution group, and any and all other persons associated with or related
          to
          any of such persons, including members of the immediate family of such
          persons.

      

      


      1. Graubard
        Miller, 405 Lexington Avenue, 19th
        Floor,
        New York, New York 10174, is the attorney for the Company.

      


      2. The
        above
        attorney will rely upon the answers and representations made above when
        preparing or reviewing documents, including, with limitation, the Registration
        Statement.

      


      3. One
        who
        causes documents to be misleading may be held liable civilly to investors
        and
        other persons who are damaged as a result of such
        misrepresentation.

       

      In
        view
        of the situation described above, the undersigned represents that the
        undersigned:

      


      1. has
        considered carefully each of the above questions;

      


      2. has
        answered each question fully and truthfully; and

      


      3. has
        knowledge of no facts other than as set forth above which might be construed
        to
        qualify any of the above answers to this questionnaire.

       

      The
        undersigned hereby agrees to indemnify and hold harmless the Company, its
        directors, officers, counsels and affiliates from and against any and all
        loss,
        liability, charge, claim, damage, and expense whatsoever as and when incurred,
        arising out of, based upon, or in connection with any incorrect or incomplete
        information contained in this questionnaire. 

      


      THE
        UNDERSIGNED WILL NOTIFY THE COMPANY PROMPTLY OF ANY SUBSTANTIAL CHANGES IN
        THE
        FOREGOING INFORMATION THAT MAY OCCUR.

      
        	 	 	 	 
	Date:____________________	 	 	
              
	
              	 	 	
              
	For
                Individuals: 	 	 	For
                Entities:
	
              	 	 	   

	
                Print
                  Name Above 

              	 	 	
                Print
                  Name Above 
 
	 	 	
                 By:
                  

              	 
	Sign
                Name Above	 	 	
                 Name:

                Title:

              
	 	 	 	 
	State
                of residence	 	 	 State
                of Residence


      

      
         

        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

      PLEASE
        RETURN THE COMPLETED QUESTIONNAIRE BY FACSIMILE AND OVERNIGHT MAIL
        TO:

       

      Andrew
        D.
        Hudders, Esq.

      Graubard
        Miller

      19th
        Floor,
        405 Lexington Avenue

      New
        York,
        New York 10174

      Telephone:
        212-818-8614

      Facsimile:
        212-818-8881

      ahudders@graubard.com
        

       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

       

      Schedule
        A

       

      
        
          	
                  Name
                    of Shell Holder

                	 	
                  Number
                    of Shell Shares

                
	
                  Stephen
                    Siedow

                	 	
                  150,000

                
	 	 	 
	
                  La
                    Pergola Investments

                	 	
                  87,166

                
	 	 	 
	
                  Fountainhead
                    Capital Partners Limited

                	 	
                  813,299

                
	 	 	 
	
                  Gaha
                    Ventures, LLC

                	 	
                  57,167

                
	 	 	 
	
                  G4,
                    LLC

                	 	
                  54,000

                


        

      

       

      
        
          
          

        

        
          B-7