**Exhibit
      10.17**





**INVESTOR** **’** **S
      RIGHTS AGREEMENT**





This **INVESTOR’S
      RIGHTS AGREEMENT** (this
“ ***Agreement*** ”)
      dated
      as of June 8, 2006, is entered into by and among Immediatek, Inc., a Nevada
      corporation (the “ ***Company*** ”),
      Radical Holdings LP, a Texas limited partnership (the “ ***Purchaser*** ”),
      Zach
      Bair, an individual residing in the State of Texas (“ ***Bair*** ”),
      and
      Paul Marin, an individual residing in the State of Texas (“ ***Marin*** ,”
and
      together with Bair, collectively, the “ ***Founders*** ”).





A.  The
      Company has filed a Certificate of Designation, Rights and Preferences
      establishing a series of convertible preferred stock, namely, the Series A
      Convertible Preferred Stock, par value $0.001 per share (the “ ***Series
      A Preferred Stock*** ”);
      and





B.  The
      Company, the Founders and the Purchaser are parties to that certain Securities
      Purchase Agreement dated as of January 24, 2006 (the “ ***Purchase
      Agreement*** ”)
      pursuant to which the Company has agreed to sell, and the Purchaser has agreed
      to purchase, 4,392,286 shares of the Series A Preferred Stock (the “ ***Series
      A Shares*** ”)
      of the
      Company at the closing on the date hereof; and





C.  The
      Company’s and the Purchaser’s respective obligations under the Purchase
      Agreement are conditioned upon the execution and delivery of this
      Agreement.





**AGREEMENT**





**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing recitals and the mutual promises hereinafter
      set
      forth, the parties hereto agree as follows.





**ARTICLE
      I**





**REGISTRATION
      RIGHTS**





**Section
      1.1**  **Definitions** .
      For
      purposes of this Agreement:





(a)  “ ***Affiliate*** ”
means,
      with respect to any Person, (i) any other Person of which securities or
      other ownership interests representing more than twenty percent (20%) of the
      voting interests are, at the time such determination is being made, owned,
      Controlled or held, directly or indirectly, by such Person or (ii) any
      other Person which, at the time such determination is being made, is
      Controlling, Controlled by or under common Control with, such Person. As used
      herein, “ ***Control*** ”,
      whether used as a noun or verb, refers to the possession, directly or
      indirectly, of the power to direct, or cause the direction of, the management
      or
      policies of a Person, whether through the ownership of voting securities or
      otherwise.





(b)  “ ***Holder*** ”
means
      (i) the Purchaser, (ii) a Person that is a permitted transferee under Section
      1.11 hereof
      and (iii) a Person that owns Registrable Securities; provided,
      however ,
      that
      for purposes of this Agreement, Holders of Registrable Securities will not
      be
      required to convert their Preferred Shares into Common Stock in order to
      exercise the registration rights granted hereunder, until immediately before
      the
      closing of the offering to which the registration relates.








(c)  “ ***NASD*** ”
means
      the National Association of Securities Dealers, Inc.





(d)  “ ***Participating
      Holders*** ”
means
      Holders participating, or electing to participate, in an offering of Registrable
      Securities.





(e)  “ ***Person*** ”
means
      any individual, firm, corporation, company, partnership, trust, incorporated
      or
      unincorporated association, limited liability company, joint venture, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind, and shall include any successor (by merger or
      otherwise) of any such entity.





(f)  “ ***Preferred
      Shares*** ”
means
      the Series A Shares.





(g)  “ ***Registrable
      Securities*** ”
means
      any shares of common stock of the Company (“ ***Common
      Stock*** ”)
      (i)
      issued or issuable upon conversion of the Preferred Shares; (ii) otherwise
      held
      or deemed held by conversion by the Purchaser or acquired pursuant to any other
      right; and (iii) issued or issuable with respect to the securities referred
      to
      in clauses (i) and (ii) above by virtue of any stock split, combination, stock
      dividend, merger, consolidation or other similar event; provided , however ,
      that
      shares of Common Stock that are considered to be Registrable Securities shall
      cease to be Registrable Securities (A) upon the sale thereof pursuant to an
      effective registration statement, (B) upon the transfer thereof in a private
      transaction where the transferor’s rights under this Agreement are not assigned,
      or (C) when such securities cease to be outstanding.





(h)  “ ***Registration
      Expenses*** ”
mean
      all expenses (other than underwriting discounts and commissions) arising from,
      or incident to, the performance of, or compliance with, this Agreement,
      including, without limitation, (i) SEC, stock exchange, NASD and other
      registration and filing fees, (ii) all fees and expenses incurred in connection
      with complying with any securities or blue sky laws (including, without
      limitation, fees, charges and disbursements of counsel in connection with blue
      sky qualifications of the Registrable Securities), (iii) all printing, messenger
      and delivery expenses, (iv) the fees, charges and disbursements of counsel
      to
      the Company and of its independent public accountants and any other accounting
      and legal fees, charges and expenses incurred by the Company (including, without
      limitation, any expenses arising from any special audits or “comfort letters”
required in connection with or incident to any registration), (v) the fees,
      charges and disbursements of any special experts retained by the Company in
      connection with any registration pursuant to the terms of this Agreement, (vi)
      all internal expenses of the Company (including, without limitation, all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), (vii) the fees and expenses incurred in connection with
      the
      listing of the Registrable Securities on any securities exchange or Nasdaq
      and
      (viii) Securities Act liability insurance (if the Company elects to obtain
      such
      insurance), regardless of whether any Registration Statement filed in connection
      with such registration is declared effective. “Registration Expenses” shall also
      include fees, charges and disbursements of one (1) firm of counsel to all of
      the
      Participating Holders participating in any underwritten public offering pursuant
      to this Agreement (which shall be selected by a majority, based on the number
      of
      Registrable Securities to be sold, of the Participating Holders).





2


(i)  “ ***Registration
      Statement*** ”
shall
      mean any registration statement of the Company filed with the SEC on the
      appropriate form pursuant to the Securities Act that covers any of the shares
      of
      Common Stock and any other Registrable Securities pursuant to the provisions
      of
      this Agreement and all amendments and supplements to any such Registration
      Statement, including post-effective amendments, in each case including the
      prospectus contained therein, all exhibits thereto and all materials
      incorporated by reference therein.





(j)  “ ***SEC*** ”
or
      “ ***Commission*** ”
means
      the United States Securities and Exchange Commission.





(k)  “ ***Securities
      Act*** ”
means
      the Securities Act of 1933, as amended, or any
      similar federal statute, and the rules and regulations of the Commission
      promulgated thereunder, all as the same shall be in effect at the
      time .





(l)  “ ***Selling
      Expenses*** ”
shall
      mean the underwriting fees, discounts, selling commissions and stock transfer
      taxes applicable to all Registrable Securities registered by the Participating
      Holders.





**Section
      1.2.**  **Demand
      Registration** .





(a)  Request
      by Holders .
      If the
      Company receives at any time a written request from Holders that hold at least
      twenty percent (20%) of the Registrable Securities then outstanding (the
“ ***Requesting
      Holders*** ”)
      that
      the Company register Registrable Securities held by Requesting Holders (a
“ ***Demand
      Request*** ”),
      then
      the Company shall, within ten (10) days after receipt of such Demand Request,
      give written notice of such request (“ ***Request
      Notice*** ”)
      to all
      Holders. Each Demand Request shall (x) specify the number of Registrable
      Securities that the Requesting Holders intend to sell or dispose of, (y) state
      the intended method or methods of sale or disposition of the Registrable
      Securities ** and
      (z)
      specify the expected price range (net of underwriting discounts and commissions)
      acceptable to the Requesting Holders to be received for such Registrable
      Securities. Following receipt of a Demand Request, the Company
      shall:





(i)  cause
      to
      be filed, as soon as practicable, but within ninety (90) days of the date of
      delivery to the Company of the Demand Request, a Registration Statement covering
      such Registrable Securities that the Company has been so requested to register
      by the Requesting Holders and other Holders who request to the Company that
      their Registrable Securities be registered within twenty (20) **** days
      of
      the mailing of the Request Notice, providing for the registration under the
      Securities Act of such Registrable Securities to the extent necessary to permit
      the disposition of such Registrable Securities in accordance with the intended
      method of distribution specified in such Demand Request;





(ii)  use
      its
      best efforts to have such Registration Statement declared effective by the
      SEC
      as soon as practicable thereafter; and





(iii)  refrain
      from filing any other Registration Statements, other than pursuant to a
      Registration Statement on Form S-4 or S-8 (or similar or successor forms),
      with
      respect to any other securities of the Company until such date that is one
      hundred and eighty (180) days following effectiveness of the Registration
      Statement filed in response to the Demand Request.





3


(b)  Effective
      Registration Statement .
      A
      registration requested pursuant to this Agreement shall not be deemed to have
      been effected (i) unless a Registration Statement with respect thereto has
      become effective and remained effective in compliance with the provisions of
      the
      Securities Act with respect to the disposition of all Registrable Securities
      covered by such Registration Statement until such time as all of such
      Registrable Securities have been disposed of in accordance with the intended
      methods of disposition by the Holders thereof set forth in such Registration
      Statement; (ii) if, after it has become effective, such registration is
      interfered with by any stop order, injunction or other order or requirement
      of
      the SEC or other governmental agency or court and has not thereafter become
      effective, or if the offering of Registrable Securities is not consummated
      for
      any reason, including, without limitation, if the underwriters of an
      underwritten public offering advise the Participating Holders that the
      Registrable Securities cannot be sold at a net price per share equal to or
      above
      the net price disclosed in the preliminary prospectus; (iii) if the conditions
      to closing specified in the underwriting agreement, if any, entered into in
      connection with such registration are not satisfied or waived; or (iv) if the
      Requesting Holders are cut back regarding the Registrable Securities requested
      to be registered.





(c)  Selection
      of Underwriters .
      In the
      event that the Company is required to file a Registration Statement covering
      any
      Registrable Securities of any Requesting Holders pursuant to Section
      1.2(a) hereof
      and the proposed public offering is to be an underwritten public offering,
      the
      managing underwriter shall be one or more reputable, nationally recognized
      investment banks selected by a majority in interest of the Requesting Holders
      and reasonably acceptable to the Company, which consent shall not be
      unreasonably withheld, delayed or conditioned.





(d)  Priority
      for Demand Registration .
      Notwithstanding any other provision of this Agreement, if the managing
      underwriter of an underwritten public offering determines and advises the
      Participating Holders and the Company in writing that the inclusion of all
      securities proposed to be included by the Company and any other Holders in
      the
      underwritten public offering would materially and adversely interfere with
      the
      successful marketing of the Requesting Holders’ Registrable Securities, then the
      Company and other Holders shall not be permitted to include any securities
      in
      excess of the amount, if any, of securities that the managing underwriter of
      such underwritten public offering shall reasonably and in good faith agree
      in
      writing to include in such public offering in addition to the amount of
      Registrable Securities to be registered for the Requesting Holders. The Company
      will be obligated to include in such Registration Statement, as to each Holder,
      only a portion of the Registrable Securities such Holder has requested be
      registered equal to the ratio which such Holder’s requested Registrable
      Securities bears to the total number of Registrable Securities requested to
      be
      included in such Registration Statement by all Holders who have requested that
      their Registrable Securities be included in such Registration Statement. It
      is
      acknowledged by the parties hereto that pursuant to the foregoing provision,
      the
      securities to be included in a registration requested by the Requesting Holders
      pursuant to Section
      1.2 shall be
      allocated:





(i)  first,
      to
      the Participating Holders; and





(ii)  second,
      to the Company and any other shareholders of the Company requesting registration
      of securities of the Company.




4


(e) 
Limitations
      on Demand Registrations.


(i)  The
      Company may delay making a filing of a Registration Statement or taking action
      in connection therewith by not more than ninety (90) **** days
      if
      the Company provides a written certificate signed by the President and Chief
      Executive Officer of the Company to the  Holders,
      prior to the time it would otherwise have been required to file such
      Registration Statement or take such action pursuant to this Section
      1.2 ,
      stating
      that the Board has determined in good faith that the filing of such Registration
      Statement would be seriously detrimental to the Company or would otherwise
      materially adversely affect a financing, acquisition, disposition, merger or
      other material transaction (collectively, a “ ***Valid
      Business Reason*** ”)
      and
      that it is therefore essential to defer the filing of the Registration
      Statement; provided , however ,
      that
      such right to delay a Demand Request shall be exercised by the Company not
      more
      than once in any twelve (12) month period and the Company shall only have the
      right to delay a Demand Request so long as such Valid Business Reason exists,
      and during such time, the Company may not file a Registration Statement for
      securities to be issued and sold for its own account or for that of anyone
      other
      than the Holders.





(ii)  The
      Company shall only be obligated to effect two (2) Demand Requests pursuant
      to
      this Section
      1.2 .





(iii)  The
      Company shall not be required to comply with a Demand Request unless the
      reasonably anticipated aggregate gross proceeds to be raised (before any
      underwriting discounts and commissions) would be equal to or exceed
      $1,000,000.





(f)  Cancellation
      of Registration .
      A
      majority in interest **** of
      the
      Participating Holders shall have the right to cancel a proposed registration
      of
      Registrable Securities pursuant to this Section
      1.2 when,
      (i) in their discretion, market conditions are so unfavorable as to be seriously
      detrimental to an offering pursuant to such registration or (ii) the request
      for
      cancellation is based upon material adverse information relating to the Company
      that is different from the information known to the Participating Holders at
      the
      time of the Demand Request. Such cancellation of a registration shall not be
      counted as one of the two (2) **** Demand
      Requests, and notwithstanding anything to the contrary in the Agreement, the
      Company shall be responsible for the expenses of the Participating Holders
      incurred in connection with the registration prior to the time of
      cancellation.





**Section
      1.3.**  **Piggyback
      Registrations** .





(a)  Right
      to Include Registrable Securities .
      Each
      time that the Company proposes for any reason to register any of its Common
      Stock under the Securities Act, either for its own account or for the account
      of
      a stockholder or stockholders exercising demand registration rights other than
      Demand Requests pursuant to Section
      1.2 hereof
      or pursuant to a Registration Statement on Forms S-4 or S-8 (or similar or
      successor forms) (a “ ***Proposed
      Registration*** ”),
      the
      Company shall promptly give written notice of such Proposed Registration to
      all
      of the Holders of Registrable Securities (which notice shall be given not less
      than thirty (30) days prior to the expected effective date of the Company’s
      Registration Statement) and shall offer such Holders the right to request
      inclusion of any of such Holder’s Registrable Securities in the Proposed
      Registration. No registration pursuant to this Section
      1.3 shall
      relieve the Company of its obligation to register Registrable Securities
      pursuant to a Demand Request, as contemplated by Section
      1.2 hereof.
      The rights to piggyback registration may be exercised an unlimited number of
      occasions.





5


(b)  Piggyback
      Procedure .
      Each
      Holder of Registrable Securities shall have twenty (20) days from the date
      of
      receipt of the Company’s notice referred to in Section
      1.3(a) above to
      deliver to the Company a written request specifying the number of Registrable
      Securities such Holder intends to sell and such Holder’s intended method of
      disposition. Any Holder shall have the right to withdraw such Holder’s request
      for inclusion of such holder’s Registrable Securities in any Registration
      Statement pursuant to this Section
      1.3 by
      giving written notice to the Company of such withdrawal. Subject to Section
      1.3(d) below,
      the Company shall use its best efforts to **** include
      in such Registration Statement all such Registrable Securities so requested
      to
      be included therein; provided , however ,
      that
      the Company may at any time withdraw or cease proceeding with any such Proposed
      Registration if it shall at the same time withdraw or cease proceeding with
      the
      registration of all other shares of Common Stock originally proposed to be
      registered.





(c)  Selection
      of Underwriters .
      The
      managing underwriter for any Proposed Registration that involves an underwritten
      public offering shall be one or more reputable, nationally recognized investment
      banks selected by the Company and reasonably acceptable to a **** majority
      in interest of **** the
      Holders.





(d)  Priority
      for Piggyback Registration .
      Notwithstanding any other provision of this Agreement, if the managing
      underwriter of an underwritten public offering determines and advises the
      Company and the Holders in writing that the inclusion of all Registrable
      Securities proposed to be included by the Holders of Registrable Securities
      in
      the underwritten public offering would materially and **** adversely
      interfere with the successful marketing of the Company’s securities, then the
      Holders of Registrable Securities shall not be permitted to include any
      Registrable Securities in excess of the amount, if any, of Registrable
      Securities that the managing underwriter of such underwritten public offering
      shall reasonably and in good faith agree in writing to include in such public
      offering in addition to the amount of securities to be registered for the
      Company. The Company will be obligated to include in such Registration
      Statement, as to each Holder, only a portion of the Registrable Securities
      such
      Holder has requested be registered equal to the ratio which such Holder’s
      requested Registrable Securities bears to the total number of Registrable
      Securities requested to be included in such Registration Statement by all
      Holders who have requested that their Registrable Securities be included in
      such
      Registration Statement. It is acknowledged by the parties hereto that, pursuant
      to the foregoing provision, the securities to be included in a registration
      initiated by the Company shall be allocated:





(i)  first,
      to
      the Company; and





(ii)  second,
      pari passu among the Holders and all other holders of securities of the Company
      with piggyback registration rights.





6


If
      as a
      result of the provisions of this Section
      1.3(d) ,
      any
      Holder shall not be entitled to include all **** of
      its
      Registrable Securities in a registration that such Holder has requested to
      be so
      included, such Holder may withdraw such Holder’s request to include Registrable
      Securities in such Registration Statement.





(e)  Underwritten
      Offering .
      In the
      event that the Proposed Registration by the Company is, in whole or in part,
      an
      underwritten public offering of securities of the Company, any request under
      this Section
      1.3 shall
      specify that the Registrable Securities be included in the underwriting on
      the
      same terms and conditions as the shares, if any, otherwise being sold through
      underwriters under such registration.





**Section
      1.4**  **Form
      S-3 Registration** . **** Any
      Holder (an “ ***Initiating
      Form S-3 Holder*** ”)
      may
      request, at any time, that the Company file a Registration Statement under
      the
      Securities Act on Form S-3 (or similar or successor form) covering the sale
      or
      other distribution of all or any portion of the Registrable Securities held
      by
      such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act
      ( **“** ***Form
      S-3 Demand*** **”** )
      if (i)
      the reasonably anticipated aggregate gross proceeds would equal or exceed
      $5,000,000, **** (ii)
      the
      Company is a registrant qualified to use Form S-3 (or any similar or successor
      form) to register such Registrable Securities and (iii) the plan of distribution
      of the Registrable Securities is other than pursuant to an underwritten public
      offering. If such conditions are met, the Company shall use its best efforts
      to
      register under the Securities Act on Form S-3 (or any similar or successor
      form)
      at the earliest practicable date, for sale in accordance with the method of
      disposition specified in the Form S-3 Demand, the number of Registrable
      Securities specified in such Form S-3 Demand. In connection with a Form S-3
      Demand, the Company agrees to include in the prospectus included in any
      Registration Statement on Form S-3, such material describing the Company and
      intended to facilitate the sale of securities being so registered as is
      reasonably requested for inclusion therein by the Initiating Form S-3 Holders,
      whether or not the rules applicable to preparation of Form S-3 require the
      inclusion of such information. Notwithstanding the foregoing, if the Company
      shall furnish to the Initiating Form S-3 Holders a certificate signed by the
      Chief Executive Officer and Chief Financial Officer of the Company stating
      that
      in the good faith opinion of the Board of Directors of the Company, a Valid
      Business Reason exists, the Company shall have the right to delay or defer
      taking action with respect to such filing for a period of ninety (90) days
      after
      receipt of the Form S-3 Demand; provided , however ,
      that
      such right to delay or defer a Form S-3 Demand shall be exercised by the Company
      not more than once in any twelve (12) month period, the Company shall only
      have
      the right to delay a Form S-3 Demand so long as such Valid Business Reason
      exists, and during such time the Company may not file a Registration Statement
      for securities to be issued and sold for its own account or for that of any
      other Holders. Form S-3 Demands will not be deemed to be Demand Requests as
      described in Section
      1.2 hereof
      and Holders shall have the right to request an unlimited number of Form S-3
      Demands. Notwithstanding the foregoing, the Company shall not be obligated
      to
      file more than one (1) Registration Statement on Form S-3 pursuant to this Section
      1.4 in any
      given six (6) month period.





7


**Section
      1.5.**  **Registration
      Procedures** .





(a)  Obligations
      of the Company .
      Whenever registration of Registrable Securities is required pursuant to this
      Agreement, the Company shall use its best efforts to effect the registration
      and
      sale of such Registrable Securities in accordance with the intended method
      of
      distribution thereof as promptly as possible, and in connection with any such
      request, the Company shall, as expeditiously as possible:





(i)  *Preparation
      of Registration Statement; Effectiveness* .
      Prepare
      and file with the SEC (in any event not later than ninety (90) days after
      receipt of a Demand Request to file a Registration Statement with respect to
      Registrable Securities), a Registration Statement on any form on which the
      Company then qualifies, which counsel for the Company shall deem appropriate
      and
      pursuant to which such offering may be made in accordance with the intended
      method of distribution thereof (except that the Registration Statement shall
      contain such information as may reasonably be requested for marketing or other
      purposes by the managing underwriter), and use its best efforts **** to
      cause
      any registration required hereunder to become effective as soon as practicable
      after the initial filing thereof and remain effective for a period of not less
      than one hundred and eighty (180) days (or such shorter period in which all
      Registrable Securities have been sold in accordance with the methods of
      distribution set forth in the Registration Statement); provided , however ,
      that,
      in the case of any registration of Registrable Securities on Form S-3 that
      are
      intended to be offered on a continuous or delayed basis, such one hundred eighty
      (180) day period shall be extended, if necessary, to keep the Registration
      Statement effective until all such Registrable Securities are sold, provided that
      Rule 415, or any successor rule under the Securities Act, permits an offering
      on
      a continuous or delayed basis;





(ii)  *Participation
      in Preparation* .
      Provide
      any Participating Holder, any underwriter participating in any disposition
      pursuant to a Registration Statement and any attorney, accountant or other
      agent
      retained by any Participating Holder or underwriter (each, an **“** ***Inspector*** **”** and,
      collectively, the **“** ***Inspectors*** **”** ),
      the
      opportunity to reasonably participate (including, but not limited to, reviewing,
      commenting on and attending all meetings) in the preparation of such
      Registration Statement, each prospectus included therein or filed with the
      SEC
      and each amendment or supplement thereto;





(iii)  *Due
      Diligence* .
      For a
      reasonable period prior to the filing of any Registration Statement pursuant
      to
      this Agreement, make available for inspection and copying by the Inspectors
      such
      financial and other information and books and records, pertinent corporate
      documents and properties of the Company and its subsidiaries and cause the
      officers, directors, employees, counsel and independent registered public
      accountants of the Company and its subsidiaries to respond to such inquiries
      and
      to supply all information reasonably requested by any such Inspector in
      connection with such Registration Statement, as shall be reasonably necessary,
      in the judgment of the respective counsel referred to in Section
      1.5(a)(ii) ,
      to
      conduct a reasonable investigation within the meaning of the Securities
      Act;





(iv)  *General
      Notifications* .
      Promptly notify in writing the Participating Holders, the sales or placement
      agent, if any, therefor and the managing underwriter of the securities being
      sold, (A) when such Registration Statement or the prospectus included therein
      or
      any prospectus amendment or supplement or post-effective amendment has been
      filed, and, with respect to any such Registration Statement or any
      post-effective amendment, when the same has become effective, (B) when the
      SEC
      notifies the Company whether there will be a “review” of such Registration
      Statement and (C) of any comments (oral or written) by the SEC and by the blue
      sky or securities commissioner or regulator of any state with respect thereto
      or
      (D) of any request by the SEC for any amendments or supplements to such
      Registration Statement or the prospectus or for additional
      information;





8


(v)  *10b-5
      Notification* .
      Promptly notify in writing the Participating Holders, the sales or placement
      agent, if any, therefor and the managing underwriter of the securities being
      sold pursuant to any Registration Statement at any time when a prospectus
      relating thereto is required to be delivered under the Securities Act upon
      discovery that, or upon the happening of any event as a result of which, any
      prospectus included in such Registration Statement (or amendment or supplement
      thereto) contains an untrue statement of a material fact or omits to state
      any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances under which they were
      made,
      and the Company shall promptly prepare a supplement or amendment to such
      prospectus and file it with the SEC (in any event no later than ten
      (10) **** days
      following notice of the occurrence of such event to each Participating Holder,
      the sales or placement agent and the managing underwriter) so that after
      delivery of such prospectus, as so amended or supplemented, to the purchasers
      of
      such Registrable Securities, such prospectus, as so amended or supplemented,
      shall not contain an 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 not misleading in light of the circumstances under which they were
      made;





(vi)  *Notification
      of Stop Orders; Suspensions of Qualifications and Exemptions* .
      Promptly notify in writing the Participating Holders, the sales or placement
      agent, if any, therefor and the managing underwriter of the securities being
      sold of the issuance by the SEC of (A) any stop order issued or threatened
      to be
      issued by the SEC or (B) any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction or the initiation or threatening of
      any
      proceeding for such purpose, and the Company agrees to use commercially
      reasonable best efforts **** to
      (x)
      prevent the issuance of any such stop order, and in the event of such issuance,
      to obtain the withdrawal of any such stop order and (y) obtain the withdrawal
      of
      any order suspending or preventing the use of any related prospectus or
      suspending the qualification of any Registrable Securities included in such
      Registration Statement for sale in any jurisdiction at the earliest practicable
      date;





(vii)  *Amendments
      and Supplements; Acceleration* .
      Prepare
      and file with the SEC such amendments, including post-effective amendments
      to
      each Registration Statement as may be necessary to keep such Registration
      Statement continuously effective for the applicable time period required
      hereunder and, if applicable, file any Registration Statements pursuant to
      Rule
      462(b) under the Securities Act; cause the related prospectus to be supplemented
      by any required prospectus supplement, and as so supplemented to be filed
      pursuant to Rule 424 (or any similar provisions then in force) promulgated
      under
      the Securities Act; and comply with the provisions of the Securities Act and
      the
      Exchange Act with respect to the disposition of all securities covered by such
      Registration Statement during such period in accordance with the intended
      methods of disposition by the sellers thereof set forth in such Registration
      Statement as so amended or in such prospectus as so supplemented. If a majority
      in interest of **** the
      Participating Holders so request, to request acceleration of effectiveness
      of
      the Registration Statement from the SEC and any post-effective amendments
      thereto, if any are filed; provided that at
      the time of such request, the Company does not in good faith believe that it
      is
      necessary to amend further the Registration Statement in order to comply with
      the provisions of this subparagraph. If the Company wishes to further amend
      the
      Registration Statement prior to requesting acceleration, it shall have five
      (5)
      days to so amend prior to requesting acceleration;





9


(viii)  *Copies* .
      Furnish
      as promptly as practicable to each Participating Holder and Inspector prior
      to
      filing a Registration Statement or any supplement or amendment thereto, copies
      of such Registration Statement, supplement or amendment as it is proposed to
      be
      filed, and after such filing such number of copies of such Registration
      Statement, each amendment and supplement thereto (in each case including all
      exhibits thereto), the prospectus included in such Registration Statement
      (including each preliminary prospectus) and such other documents as each such
      Participating Holder or underwriter may reasonably request in order to
      facilitate the disposition of the Registrable Securities owned by such
      Participating Holder;





(ix)  *Blue
      Sky* .
      Use
      commercially reasonable efforts **** to,
      prior
      to any public offering of the Registrable Securities, register or qualify (or
      seek an exemption from registration or qualifications) such Registrable
      Securities under such other securities or blue sky laws of such jurisdictions
      as
      any Participating Holder or underwriter may request, and to continue such
      qualification in effect in each such jurisdiction for as long as is permissible
      pursuant to the laws of such jurisdiction, or for as long as a Participating
      Holder or underwriter requests or until all of such Registrable Securities
      are
      sold, whichever is shortest, and do any and all other acts and things which
      may
      be reasonably necessary or advisable to enable any Participating Holder to
      consummate the disposition in such jurisdictions of the Registrable
      Securities;





(x)  *Other
      Approvals* .
      Use
      commercially reasonable efforts **** to
      obtain
      all other approvals, consents, exemptions or authorizations from such
      governmental agencies or authorities as may be necessary to enable the
      Participating Holders and underwriters to consummate the disposition of
      Registrable Securities;





(xi)  *Agreements* .
      Enter
      into customary agreements (including any underwriting agreements in customary
      form), and take such other actions as may be reasonably required in order to
      expedite or facilitate the disposition of Registrable Securities;





(xii)  “ *Cold
      Comfort* ” *Letter* .
      Obtain
      a “cold comfort” letter from the Company’s independent public accountants in
      customary form and covering such matters of the type customarily covered by
      “cold comfort” letters as the managing underwriter may reasonably request, and
      reasonably satisfactory to a majority in interest of **** the
      Participating Holders;





(xiii)  *Legal
      Opinion* .
      Furnish, at the request of any underwriter of Registrable Securities on the
      date
      such securities are delivered to the underwriters for sale pursuant to such
      registration, an opinion, dated such date, of counsel representing the Company
      for the purposes of such registration, addressed to the Holders, and the
      placement agent or sales agent, if any, thereof and the underwriters, if any,
      thereof, covering such legal matters with respect to the registration in respect
      of which such opinion is being given as such underwriter may reasonably request
      and as are customarily included in such opinions, and reasonably satisfactory
      to
      a majority in interest of the Participating Holders;





10


(xiv)  *SEC
      Compliance, Earnings Statement* .
      Use its
      best efforts **** to
      comply
      with all applicable rules and regulations of the SEC and make available to
      its
      shareholders, as soon as reasonably practicable, but no later than fifteen
      (15)
      months after the effective date of any Registration Statement, an earnings
      statement covering a period of twelve (12) months beginning after the effective
      date of such Registration Statement, in a manner which satisfies the provisions
      of Section 11(a) of the Securities Act and Rule 158 thereunder;





(xv)  *Certificates,
      Closing* .
      Provide
      officers’ certificates and other customary closing documents;





(xvi)  *NASD* .
      Cooperate with each Participating Holder and each underwriter participating
      in
      the disposition of such Registrable Securities and underwriters’ counsel in
      connection with any filings required to be made with the NASD;





(xvii)  *Road
      Show* .
      Cause
      appropriate officers as are requested by an managing underwriter to participate
      in a “road show” or similar marketing effort being conducted by such underwriter
      with respect to an underwritten public offering;





(xviii)  *Listing* .
      Use its
      best efforts to cause all such Registrable Securities to be listed on each
      securities exchange on which similar securities issued by the Company are then
      listed and if not so listed, to be eligible for quotation on the NASD automated
      quotation system;





(xix)  *Transfer
      Agent, Registrar and CUSIP* .
      Provide
      a transfer agent and registrar for all Registrable Securities registered
      pursuant hereto and a CUSIP number for all such Registrable Securities, in
      each
      case, no later than the effective date of such registration;





(xx)  *Private
      Sales* .
      Use its
      best efforts to assist a Holder in facilitating private sales of Registrable
      Securities by, among other things, providing officers’ certificates and other
      customary closing documents; and





(xxi)  *Commercially
      Reasonable Efforts* .
      Use
      commercially reasonable efforts to take all other actions necessary to effect
      the registration of the Registrable Securities contemplated hereby.





(b)  Seller
      Information .
      The
      Company may require each Participating Holder as to which any registration
      of
      such Holder’s Registrable Securities is being effected to furnish the Company
      with such information regarding such Participating Holder and such Participating
      Holder’s method of distribution of such Registrable Securities as the Company
      may from time to time reasonably request in writing.





(c)  Notice
      to Discontinue .
      Each
      Participating Holder whose Registrable Securities are covered by a Registration
      Statement filed pursuant to this Agreement agrees that, upon receipt of written
      notice from the Company of the happening of any event of the kind described
      in Section
      1.5(a)(v) ,
      such
      Participating Holder shall forthwith discontinue the disposition of Registrable
      Securities until such Participating Holder’s receipt of the copies of the
      supplemented or amended prospectus contemplated by Section
      1.5(a)(v) or until
      it is advised in writing by the Company that the use of the prospectus may
      be
      resumed and has received copies of any additional or supplemental filings which
      are incorporated by reference into the prospectus, and, if so directed by the
      Company in the case of an event described in Section
      1.5(a)(v) ,
      such
      Participating Holder shall deliver to the Company (at the Company’s expense) all
      copies, other than permanent file copies then in such Participating Holder’s
      possession, of the prospectus covering such Registrable Securities which is
      current at the time of receipt of such notice. If the Company shall give any
      such notice, the Company shall extend the period during which such Registration
      Statement is to be maintained effective by the number of days during the period
      from and including the date of the giving of such notice pursuant to Section
      1.5(a)(v) to and
      including the date when the Participating Holder shall have received the copies
      of the supplemented or amended prospectus contemplated by, and meeting the
      requirements of, Section
      1.5(a)(v) .





11


**Section
      1.6.**  **Registration
      Expenses** **.** Except
      as
      otherwise provided herein, all Registration Expenses shall be borne by the
      Company. All Selling Expenses relating to Registrable Securities registered
      shall be borne by the Participating Holders of such Registrable Securities
      pro
      rata on the basis of the number of shares so registered.





**Section
      1.7.**  **Indemnification** **.**





(a)  Indemnification
      by the Company .
      The
      Company agrees, notwithstanding termination of this Agreement, to indemnify
      and
      hold harmless to the fullest extent permitted by law, each Holder, each of
      its
      directors, officers, employees, advisors, agents and general or limited partners
      (and the directors, officers, employees, advisors and agents thereof), their
      respective Affiliates and each Person who controls (within the meaning of the
      Securities Act or the Exchange Act) any of such Persons, and each underwriter
      and each Person who controls (within the meaning of the Securities Act or the
      Exchange Act) any underwriter (collectively, **“** ***Holder
      Indemnified Parties*** **”** )
      from
      and against any and all losses, claims, damages, expenses (including, without
      limitation, reasonable costs of investigation and fees, disbursements and other
      charges of counsel, any amounts paid in settlement effected with the Company’s
      consent, which consent shall not be unreasonably withheld or delayed and any
      costs incurred in enforcing the Company’s indemnification obligations hereunder)
      or other liabilities (collectively, **“** ***Losses*** **”** )
      to
      which any such Holder Indemnified Party may become subject under the Securities
      Act, Exchange Act, any other federal law, any state or common law or any rule
      or
      regulation promulgated thereunder or otherwise, insofar as such Losses (or
      actions or proceedings, whether commenced or threatened, in respect thereof)
      are
      resulting from or arising out of or based upon (i) any untrue, or alleged
      untrue, statement of a material fact contained in any Registration Statement,
      prospectus or preliminary prospectus (as amended or supplemented) or any
      document incorporated by reference in any of the foregoing or resulting from
      or
      arising out of or based upon any omission, or alleged omission, to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein (in the case of a prospectus, in light of the circumstances
      under which they were made), not misleading or (ii) any violation by the Company
      of the Securities Act, Exchange Act, any other federal law, any state or common
      law or any rule or regulation promulgated thereunder or otherwise incident
      to
      any registration, qualification or compliance and in any such case, the Company
      will promptly reimburse each such Holder Indemnified Party for any legal and
      any
      other Losses reasonably incurred in connection with investigating, preparing
      or
      defending any such claim, loss, damage, liability, action or investigation
      or
      proceeding (collectively, a **“** ***Claim*** **”** ); **** provided , however ,
      that
      the Company shall not be liable to any Holder Indemnified Party for any Losses
      that arise out of or are based upon written information provided by a Holder
      Indemnified Party specifically stating it is for use in the Registration
      Statement. **** Such
      indemnity obligation shall remain in full force and effect regardless of any
      investigation made by or on behalf of the Holder Indemnified Parties and shall
      survive the transfer of Registrable Securities by such Holder Indemnified
      Parties.





12


(b)  Indemnification
      by Holders .
      In
      connection with any proposed registration in which a Holder is participating
      pursuant to this Agreement, each such Holder shall furnish to the Company in
      writing such information with respect to such Holder as the Company may
      reasonably request or as may be required by law for use in connection with
      any
      Registration Statement or prospectus or preliminary prospectus to be used in
      connection with such registration and each Holder agrees, severally and not
      jointly, to indemnify and hold harmless the Company, any underwriter retained
      by
      the Company and their respective directors, officers, partners, employees,
      advisors and agents, their respective Affiliates and each Person who controls
      (within the meaning of the Securities Act or the Exchange Act) any of such
      Persons to the same extent as the foregoing indemnity from the Company to the
      Holders as set forth in Section
      1.7(a) (subject
      to the exceptions set forth in the foregoing indemnity, the proviso to this
      sentence and applicable law), but only with respect to any such information
      furnished in writing by such Holder expressly for use therein; provided , however ,
      that
      the liability of any Holder under this Section
      1.7(b) shall be
      limited to the amount of the net **** proceeds
      received by such Holder in the offering giving rise to such liability. Such
      indemnity obligation shall remain in full force and effect regardless of any
      investigation made by or on behalf of the Holder Indemnified Parties (except
      as
      provided above) and shall survive the transfer of Registrable Securities by
      such
      Holder.





(c)  Conduct
      of Indemnification Proceedings .
      Any
      Person entitled to indemnification hereunder (the **“** ***Indemnified
      Party*** **”** )
      agrees
      to give prompt written notice to the indemnifying party (the **“** ***Indemnifying
      Party*** **”** )
      after
      the receipt by the Indemnified Party of any written notice of the commencement
      of any action, suit, proceeding or investigation or threat thereof made in
      writing for which the Indemnified Party intends to claim indemnification or
      contribution pursuant to this Agreement; provided , however ,
      that,
      the failure to so notify the Indemnifying Party shall not relieve the
      Indemnifying Party of any liability that it may have to the Indemnified Party
      hereunder unless and to the extent such Indemnifying Party is materially
      prejudiced by such failure. If notice of commencement of any such action is
      given to the Indemnifying Party as above provided, the Indemnifying Party shall
      be entitled to participate in and, to the extent it may wish, jointly with
      any
      other Indemnifying Party similarly notified, to assume the defense of such
      action at its own expense, with counsel chosen by it and reasonably satisfactory
      to such Indemnified Party. The Indemnified Party shall have the right to employ
      separate counsel in any such action and participate in the defense thereof,
      but
      the fees and expenses of such counsel shall be paid by the Indemnified Party
      unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying
      Party fails to assume the defense of such action with counsel satisfactory
      to
      the Indemnified Party in its reasonable judgment or (iii) the named parties
      to
      any such action (including, but not limited to, any impleaded parties)
      reasonably believe that the representation of such Indemnified Party and the
      Indemnifying Party by the same counsel would be inappropriate under applicable
      standards of professional conduct. In the case of clause (ii) above and (iii)
      above, the Indemnifying Party shall not have the right to assume the defense
      of
      such action on behalf of such Indemnified Party. No Indemnifying Party shall
      be
      liable for any settlement entered into without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the written consent of the Indemnified Party, effect the settlement of,
      compromise or consent to the entry of any judgment with respect to, any pending
      or threatened action or claim in respect of which indemnification or
      contribution may be sought hereunder (whether or not the Indemnified Party
      is an
      actual or potential party to such action or claim) unless such settlement,
      compromise or judgment (A) includes an unconditional release of the Indemnified
      Party from all liability arising out of such action or claim and (B) does not
      include a statement as to, or an admission of, fault, culpability or a failure
      to act by or on behalf of any Indemnified Party. The rights afforded to any
      Indemnified Party hereunder shall be in addition to any rights that such
      Indemnified Party may have at common law, by separate agreement or
      otherwise.





13


(d)  Contribution .
      If the
      indemnification provided for in this Section
      1.7 from the
      Indemnifying Party is unavailable or insufficient to hold harmless an
      Indemnified Party in respect of any Losses referred to herein, then the
      Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall
      contribute to the amount paid or payable by the Indemnified Party as a result
      of
      such Losses in such proportion as is appropriate to reflect the relative fault
      of the Indemnifying Party and the Indemnified Party, as well as any other
      relevant equitable considerations. The relative faults of the 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 to state a material fact,
      was
      made by, or relates to information supplied by, such Indemnifying Party or
      Indemnified Party, and the Indemnifying Party’s and Indemnified Party’s relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such action; provided , however ,
      that
      the liability of any Holder under this Section
      1.7(d) shall be
      limited to the amount of the net **** proceeds
      received by such Holder in the offering giving rise to such liability. The
      amount paid or payable by a party as a result of the Losses or other liabilities
      referred to above shall be deemed to include, subject to the limitations set
      forth in Sections
      1.7(a) , 1.7(b) and 1.7(c) ,
      any
      legal or other fees, charges or expenses reasonably incurred by such party
      in
      connection with any investigation or proceeding.





The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section
      1.7(d) were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take account of the equitable considerations referred to in the immediately
      preceding paragraph. No Person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution pursuant to this Section
      1.7(d) .





**Section
      1.8.**  **Rule
      144 and Rule 144A; Other Exemptions** .
      With a
      view to making available to the Holders the benefits of Rule 144 and Rule 144A
      promulgated under the Securities Act and other rules and regulations of the
      SEC
      that may at any time permit a Holder to sell securities of the Company to the
      public without registration, the Company covenants that it shall (i) file in
      a
      timely manner all reports and other documents required to be filed by it under
      the Securities Act and the Exchange Act and the rules and regulations
      promulgated by the SEC thereunder and (ii) take such further action as each
      Holder may reasonably request (including, but not limited to, providing any
      information necessary to comply with Rule 144 and Rule 144A, if available with
      respect to resales of the Registrable Securities under the Securities Act),
      all
      to the extent required from time to time to enable such Holder to sell
      Registrable Securities without registration under the Securities Act within
      the
      limitation of the exemptions provided by (x) Rule 144 and Rule 144A (if
      available with respect to resales of the Registrable Securities) under the
      Securities Act, as such rules may be amended from time to time or (y) any other
      rules or regulations now existing or hereafter adopted by the SEC. Upon the
      written request of a Holder, the Company shall deliver to the Holder a written
      statement as to whether it has complied with such requirements.





14


**Section
      1.9.**  **Certain
      Limitations On Registration Rights** .
      No
      Holder may participate in any Registration Statement hereunder unless such
      Holder completes and executes all questionnaires, powers of attorney,
      indemnities, underwriting agreements and other documents reasonably required
      under the terms of such underwriting arrangements and agrees to sell such
      Holder’s Registrable Securities on the basis provided in any underwriting
      agreement approved by the Holder or Holders entitled hereunder to approve such
      arrangements; provided , however ,
      that no
      such Holder shall be required to make any representations or warranties to
      the
      Company or the underwriters in connection with any such registration other
      than
      representations and warranties as to (i) such Holder’s ownership of its
      Registrable Securities to be sold or transferred, (ii) such Holder’s power and
      authority to effect such transfer and (iii) such matters pertaining to
      compliance with securities laws as may be reasonably requested. Such Holders
      of
      Registrable Securities to be sold by such underwriters may, at their option,
      require that any or all of the representations and warranties by, and the other
      agreements on the part of the Company to and for the benefit of such
      underwriters, shall also be made to and for the benefit of such Holders and
      that
      any or all of the conditions precedent to the obligations of the underwriters
      under the underwriting agreement be conditions precedent to the obligations
      of
      the Holders.





**Section
      1.10.**  **Limitations
      on Subsequent Registration Rights** .
      The
      Company agrees that from and after the date of this Agreement, it shall not,
      without the prior written consent of the Holders of at least 51% of the
      Registrable Securities then outstanding, enter into any agreement (or amendment
      or waiver of the provisions of any agreement) with any holder or prospective
      holder of any securities of the Company that would grant such holder
      registration rights that are more favorable, pari passu or senior to those
      granted to the Purchaser hereunder.





**Section
      1.11.**  **Transfer
      of Registration Rights** . **** The
      rights of a Holder hereunder may be transferred or assigned in connection with
      a
      transfer of Registrable Securities to (i) any Affiliate of a Holder, (ii) any
      subsidiary, parent, partner, limited partner, shareholder or member **** of
      a
      Holder or (iii) any party or parties to a transaction or series of related
      transactions who, after such transaction, holds or collectively hold at least
      1,000,000 shares of Registrable Securities (as adjusted for any **** stock
      dividends, stock splits, combinations and reorganizations and similar events).
      Notwithstanding the foregoing, such rights may only be transferred or assigned
      provided that all of the following additional conditions are satisfied: (a)
      such
      transfer or assignment is effected in accordance with applicable securities
      laws; (b) such transferee or assignee agrees in writing to become subject to
      the
      terms of this Agreement; and (c) the Company is given written notice by such
      Holder of such transfer or assignment, stating the name and address of the
      transferee or assignee and identifying the Registrable Securities with respect
      to which such rights are being transferred or assigned.




15


**ARTICLE
      II**





**COVENANTS
      OF THE COMPANY**





The
      Company hereby covenants with the Purchaser as follows:





**Section
      2.1** **Rights
      to Appoint Directors; Notice** **.** For
      so long as any shares of the Series A Preferred Stock originally issued under
      the Purchase Agreement remain outstanding, the holders of a majority-in-interest
      of the shares of the Series A Preferred Stock originally issued under the
      Purchase Agreement then outstanding shall have the right to designate all the
      Persons to serve as directors on the Board of Directors of the Company and
      its
      subsidiaries. If the holders of the shares of the Series A Preferred Stock
      originally issued under the Purchase Agreement then outstanding choose not
      to
      designate any directors, the holders of a majority-in-interest of the shares
      of
      the Series A Preferred Stock originally issued under the Purchase Agreement
      then
      outstanding may appoint a designee to serve as an observer at all meetings
      of
      the Company’s or its subsidiaries’ Board of Directors and committees thereof,
      and such designee will be (a) entitled to all notices of meetings of the
      Board of Directors and committees thereof and all instruments in which action
      is
      proposed to be taken by written consent in lieu of a meeting, each as and when
      provided to the directors, and (b) furnished with the materials furnished
      to the directors for such meetings or written consents in lieu of a meeting.
      Notwithstanding anything herein to the contrary, for so long as the Purchaser
      owns any of the shares of the Series A Preferred Stock then issued and
      outstanding, the directors or any committee of directors of the Company or
      its
      subsidiaries shall not hold a meeting or take any action by written consent,
      unless written notice thereof, which contains a reasonable description of the
      matters to be acted upon, is sent to the Purchaser at least ten calendar days
      in
      advance of the action proposed to be taken.





**Section
      2.2** **Protective
      Provisions** .
      Unless
      the directors designated by the holders of the shares of the Series A Preferred
      Stock originally issued under the Purchase Agreement control the Board of
      Directors of the Company with respect to all actions, for so long as any shares
      of the Series A Preferred Stock originally issued under the Purchase Agreement
      remain outstanding, the Company shall not, and the Company shall cause its
      subsidiaries not to, without the approval of the holders of at least 75% of
      the
      shares of the Series A Preferred Stock originally issued under the Purchase
      Agreement then outstanding:





(a)  amend
      the
      charter or bylaws in any manner that would alter or change any of the rights,
      preferences, privileges or restrictions of the Series A Preferred Stock or
      the
      Preferred Stock Conversion Shares (as defined in the Purchase
      Agreement);





(b)  reclassify
      any outstanding securities into securities having rights, preferences or
      privileges senior to, or on a parity with, the Series A Preferred
      Stock;





(c)  authorize
      or issue any additional shares of capital stock (other than to Purchaser in
      accordance with this Agreement or the Purchase Agreement);





(d)  merge
      or
      consolidate with or into any corporation or other Person;




16


(e)  sell
      all
      or substantially all their respective assets in a single transaction or series
      of related transactions;




(f)  license
      all or substantially all of their respective intellectual property in a single
      transaction or series of related transactions;




(g)  liquidate
      or dissolve; or





(h)  alter
      any
      rights of the holders of the Series A Preferred Stock or change the size of
      the
      Board of Directors.





(i)  declare
      or pay any dividends (other than dividends payable to the Company or its
      subsidiaries) on or declare or make any other distribution, directly or
      indirectly, on account of any shares of Common Stock now or hereafter
      outstanding;




(j)  repurchase
      any outstanding shares of capital stock (other than repurchases or redemptions
      of the Series A Preferred Stock in accordance with its terms);




(k)  approve
      or modify by 10% or more the aggregate amount of any annual or other operating
      or capital budget, or approve or modify by 50% or more any single line item
      of
      any such operating or capital budget;




(l)  increase
      the salary of any officer or employee or pay any bonus to any officer, director
      or employee not contemplated in a budget or bonus plan approved by directors
      designated by the holders of the shares of the Series A Preferred Stock
      originally issued under the Purchase Agreement then outstanding;




(m)  retain,
      terminate or enter into any salary or employment negotiations or employment
      agreement with any employee or any future employee;




(n)  incur
      indebtedness (other than trade payables) or enter into contracts or leases
      that
      require payments in excess of $5,000 in the aggregate;




(o)  make
      or
      incur any single capital expenditure;




(p)  award
      stock options, stock appreciation rights or similar employee benefits or
      determine vesting schedules, exercise prices or similar features;




(q)  make
      any
      material change in the nature of its business or enter into any new line of
      business, joint venture or similar arrangement;




(r)  pledge
      its assets or guarantee the obligations of any other individual or
      entity;




(s)  recommend
      approval of any new equity incentive plan;




(t)  form
        or
        acquire any subsidiary, joint venture or similar business entity;
        or
  17


(u)  directly
      or indirectly enter into, or permit to exist, any material transaction with
      any
      affiliate of the Company, any Founder or any affiliate of a Founder, or
      transfer, pay, loan or otherwise obligate the Company to give cash, services,
      assets or other items of value to affiliates, Founders or any affiliate of
      a
      Founder or commit to do any of the preceding after the date hereof, except
      for
      employee compensation or for reimbursement of ordinary business
      expenses.




**Section
      2.3** **Budget;
      Other Information** ***.*** Unless
      the directors designated by the holders of the shares of the Series A Preferred
      Stock originally issued under the Purchase Agreement control the Board of
      Directors of the Company with respect to all actions, for so long as any shares
      of the Series A Preferred Stock originally issued under the Purchase Agreement
      remain outstanding, the Company will provide to the holders of the Series A
      Preferred Stock originally issued under the Purchase Agreement the proposed
      budget for each fiscal year at least sixty (60) days prior to the start of
      such fiscal year and such budget shall be subject to the approval of the holders
      of the majority-in-interest of the shares of the Series A Preferred Stock
      originally issued under the Purchase Agreement then outstanding. The Company
      also will provide to the Purchaser all other information relating to the
      financial condition, business, prospects, or corporate affairs of the Company
      as
      updated or as the Purchaser may from time to time reasonably
      request.




**Section
      2.4** **Inspection,
      Consultation and Advice** ***.*** The
      Company shall permit the Purchaser and such Persons as it may designate, at
      the
      Purchaser’s expense, to visit and inspect any of the properties of the Company,
      examine their books and take copies and extracts therefrom, discuss the affairs,
      finances and accounts of the Company with their officers, employees and public
      accountants (and the Company hereby authorizes said accountants to discuss
      with
      the Purchaser and its designees such affairs, finances and accounts), and
      consult with and advise the management of the Company as to the Company’s
      affairs, finances and accounts, all at reasonable times and upon reasonable
      notice .





**ARTICLE
      III**





**FOUNDER
      AND COMPANY COVENANTS**





**Section
      3.1** **Right
      of First Refusal** **.** (a) If a
      Founder (the “ ***Offering
      Founder*** ”)
      proposes to make or allow a Transfer (as defined herein) to any Person
      ( other
      than a
      Transfer related to an Involuntary Transfer, which is covered by Section 3.2 below),
      of all or any part of the securities of the Company now owned or hereafter
      acquired by him, her or it ( ***“Option
      Shares*** ”),
      then
      the Offering Founder shall give written notice thereof (the “ ***Notice*** ”)
      to the
      Purchaser. The Notice shall contain an offer to sell the Option Shares to the
      Purchaser in accordance with the terms of this Agreement, and shall, as
      applicable:





(i)
            State
                the name and address of the proposed
                transferee;





(ii)
            State
                the amount, type and fair market value of the consideration to be
                received
                for the Option Shares and the other terms of the proposed Transfer
                as are
                necessary to fully understand the terms of the offer to Transfer;
                and





(iii)
            Include
                a copy of the executed agreement, if any, between the Offering Founder
                and
                any such third party purchaser covering the Option
                Shares.






18


(b)  For
      15
      calendar days after receipt of the Notice (the “ ***Offer
      Period*** ”),
      the
      Purchaser shall have the right, but shall not be obligated, to elect to purchase
      all or any portion of the Option Shares. This right may be exercised by the
      Purchaser by giving written notice of exercise to the Offering Founder before
      expiration of the Offering Period.





(c)  If
      the
      Purchaser elects to purchase all or a portion of the Option Shares, the purchase
      of the Option Shares so elected to be purchased shall be consummated within
      a
      period of 30 calendar days following the expiration of the Offering Period.
      The
      Offering Founder shall have the right to Transfer all of the Option Shares
      not
      so elected to be purchased by the Purchaser pursuant to this Section
      3.1 to the
      transferee named in the Notice upon the terms stated therein. Any Option Shares
      not so Transferred, and any Option Shares reacquired by the Offering Founder
      subsequent to its Transfer, shall be subject to the provisions and conditions
      of
      this Agreement.





(d)  The
      purchase price of the Option Shares purchased by the Purchaser pursuant to
      the
      terms of this Section 3.1 shall be
      the same price as offered by the proposed transferee as described in the Notice,
      or an equivalent amount of cash as reasonably determined by the parties (unless
      there is a dispute as to the determination of such amount, in which case it
      shall be determined in good faith by a majority of the directors).





(e)  For
      purposes of this Agreement, “Transfer” and any derivations thereof shall mean a
      conveyance, sale, disposition, pledge, hypothecation or other transfer. For
      purposes of this Agreement, when “Transfer” or any derivations thereof is used
      in relation to Company securities, it shall include the sale, conveyance,
      disposition, pledge or other transfer of any rights, voting powers or other
      interests in such securities.





(f)  Notwithstanding
      the foregoing, shares of capital stock of the Company beneficially owned by
      Founders that are used to settle obligations of the Company or its subsidiaries
      shall be excluded from the provisions of this Section
      3.1 to the
      extent that Purchaser is provided with reasonable written evidence that said
      shares are being used for such purpose.





**Section
      3.2**  **Option
      to Purchase on Involuntary Transfers** .





(a)  An
      “Involuntary Transfer” shall mean:





(i)  a
      Transfer to the transferor Founder’s spouse or former spouse, or heirs of such
      spouse or former spouse, in connection with a division of their community or
      other property upon divorce or the death of such spouse;




(ii)  a
      general
      assignment for the benefit of creditors, or any assignment to a creditor
      resulting from the creditor's foreclosure upon or execution against such
      shares;




(iii)  a
      transferor Founder (A) voluntarily commences any proceeding or files any
      petition seeking liquidation, reorganization or other relief under any federal,
      state or foreign bankruptcy, insolvency, receivership or similar law now or
      hereafter in effect, (B) applies for, or consents to, the appointment of a
      receiver, trustee, custodian, sequestrator, conservator or similar official
      for
      such Founder or for a substantial part of his assets, (B) files an answer
      admitting the material allegations of a petition filed against it in any such
      proceeding;





19


(iv)  the
      entry
      of a judicial order granting the relief requested by the petitioner in an
      involuntary proceeding filed against the transferor Founder; or




(v)  any
      other
      transfer by operation of law or by foreclosure of any security interest,
      excluding the death of a Founder.





(b)  If
      an
      Involuntary Transfer occurs, the Founder subject to such Involuntary Transfer
      (or the Person receiving such shares upon an Involuntary Transfer, as
      applicable) (each the “ ***Transferring
      Person*** ”)
      shall
      give written notice thereof (the “ ***Transfer
      Notice*** ”)
      to the
      Purchaser. The Transfer Notice shall specify the Involuntary Transfer and
      contain an offer to sell the Transferring Person’s shares (or the portion of the
      shares subject to the Involuntary Transfer), referred to as the “ ***Subject
      Shares*** ”)
      to the
      Purchaser in accordance with the terms of this Agreement.





(c)  The
      Purchaser shall have the option to acquire the Subject Shares according to
      procedures comparable to those contained in Section 3.1 ,
      with
      the notice of exercise of such option being given to the Transferring
      Person.





(d)  If
      the
      Purchaser elects to purchase all or a portion of the Subject Shares, the
      purchase of the Subject Shares so elected to be purchased shall be consummated
      within a period of 30 calendar days following the expiration of the Offering
      Period.





(e)  The
      Transferring Person shall continue to hold the Subject Shares not so elected
      to
      be purchased by the Purchaser pursuant to this Section
      3.2 .





(f)  The
      purchase price per share of the Subject Shares elected to be purchased by the
      Purchaser pursuant to the terms of this Section 3.2 shall be
      the average closing price per share of Company Common Stock, as reported by
      the
      exchange or quotation system on which shares of Company Common Stock are then
      listed or quoted, for the ten (10) consecutive trading days three trading days
      immediately prior to their purchase by the Purchaser; provided, however, if
      Company Common Stock is not then listed or quoted, the purchase price shall
      be
      determined by mutual agreement of the Purchaser and the Transferring
      Person.





**Section
      3.3** **Lock-Up** **.** Notwithstanding
      anything herein to the contrary, each Founder hereby severally agrees not to,
      directly or indirectly, sell, contract to sell, make any
      short sale of, loan, grant any option for the purchase of, mortgage, hypothecate
      or otherwise transfer or dispose of any
      of
      the securities of the Company now beneficially owned or hereafter acquired
      by
      such Founder until the fifth (5 th )
      anniversary of the date of this Agreement without the prior written consent
      of
      the Purchaser, which consent may be withheld in its sole discretion; provided , however ,
      that on
      the third (3 rd )
      anniversary of the date of this Agreement, one-half of the securities of the
      Company beneficially owned by such Founder on such date shall be released from
      the provisions of this Section
      3.3;  provided
      further ,
      in the
      event that a Founder is terminated otherwise than for “cause” (as defined in
      that certain Employment Agreement by and between the Company and such Founder),
      such Founder shall be entitled to Transfer, publicly or otherwise, in any given
      month, an aggregate of ten percent (10%) of the securities beneficially owned
      by
      such Founder (calculated at the date of this Agreement and adjusted for stock
      splits, combinations and similar events), subject to applicable securities
      laws.
      Notwithstanding the foregoing, shares of Common Stock beneficially owned by
      Founders that are issued to Dolman Technology Capital, Inc. pursuant to the
      exercise of those certain Warrants, dated as of June 22, 2004, by and between
      Dolman Technology Capital, Inc. and such Founder, shall be excluded from the
      provisions of this Section
      3.3 ;
      provided that such Warrants shall not be amended, modified or altered in manner
      whatsoever without the prior written consent of the Purchaser nor shall a
      settlement of such Warrants be effected on any terms different than those
      contained in such Warrants.





20


**ARTICLE
      IV**





**GENERAL
      PROVISIONS**





**Section
      4.1** **Entire
      Agreement** **.** This
      Agreement constitutes the entire agreement and understanding of the parties
      in
      respect of the subject matter hereof and supersedes all prior understandings,
      agreements or representations by or among the parties, written or oral, to
      the
      extent they relate in any way to the subject matter hereof.





**Section
      4.2** **Successors
      and** **Assigns** . **** All
      of
      the terms, agreements, covenants, representations, warranties and conditions
      of
      this Agreement are binding upon, and inure to the benefit of and are enforceable
      by, the parties and their respective successors, legal representatives, heirs
      and permitted assigns.





**Section
      4.3** . **N** **otices** . All
      notices, requests and other communications provided for or permitted to be
      given
      under this Agreement must be in writing and shall be given by personal delivery,
      by certified or registered United States mail (postage prepaid, return receipt
      requested), by a nationally recognized overnight delivery service for next
      day
      delivery, or by facsimile transmission, as follows (or to such other address
      as
      any party may give in a notice given in accordance with the provisions
      hereof):





If
      to the
      Purchaser:





Radical
      Holdings LP


c/o
      Radical Management LLC


5424
      Deloache Avenue


Dallas,
      Texas 75220


Fax:
      (214) 696-6310


Attn:
      President


21


With
      a
      copy to (which does not constitute notice):





Robert
      S.
      Hart


5424
      Deloache Avenue


Dallas,
      Texas 75220


Fax:
      (214) 696-3380





and





Jenkens
      & Gilchrist, P.C.


1445
      Ross
      Avenue, Suite 3700


Dallas,
      Texas 75202


Phone:
      (214) 855-4500


Fax:
      (214) 855-4300


Attn:
      Robert W. Dockery, Esq.





If
      to the
      Company:





Immediatek,
      Inc.


2435
      North Central Expressway, Suite 1610


Richardson,
      Texas 75080


Phone:
      (972) 852-2876


Fax:
      (972) 722-0818


Attn:
      Zach Bair, President





With
      a
      copy to (which does not constitute notice):





Vial,
      Hamilton, Koch & Knox, LLP


1700
      Pacific Avenue, Suite 2800


Dallas,
      Texas 75201


Phone:
      (214) 712-4441


Fax:
      (214) 712-4402


Attn:
      Craig G. Ongley, Esq.





If
      to the
      Founders:





Zach
      Bair


2435
      North Central Expressway, Suite 1200


Richardson,
      Texas 75080


Fax:
      (972) 722-0818





Paul
      Marin


2435
      North Central Expressway, Suite 1200


Richardson,
      Texas 75080


Fax:
      (972) 722-0818


22


With
      a
      copy to (which does not constitute notice):





Vial,
      Hamilton, Koch & Knox, LLP


1700
      Pacific Avenue, Suite 2800


Dallas,
      Texas 75201


Phone:
      (214) 712-4441


Fax:
      (214) 712-4402


Attn:
      Craig G. Ongley, Esq.





All
      notices, requests or other communications will be effective and deemed given
      only as follows: (i) if given by personal delivery, upon such personal delivery,
      (ii) if sent by certified or registered mail, on the fifth business day after
      being deposited in the United States mail, (iii) if sent for next day delivery
      by overnight delivery service, on the date of delivery as confirmed by written
      confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s
      confirmation of receipt of such facsimile transmission, except that if such
      confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a
      business day, or is received on a day that is not a business day, then such
      notice, request or communication will not be deemed effective or given until
      the
      next succeeding business day. Notices, requests and other communications sent
      in
      any other manner, including by electronic mail, will not be
      effective.





**Section
      4.4** **Governing
      Law** .
      This
      Agreement will be governed by, and construed in accordance with, the laws of
      the
      State of Texas, without giving effect to any choice of law
      principles.





**Section
      4.5** **Submission
      to Jurisdiction; Waiver of Jury Trial** **.**





(a)  Submission
      to Jurisdiction .
      Any
      action, suit or proceeding seeking to enforce any provision of, or based on
      any
      matter arising out of or in connection with, this Agreement shall only be
      brought in any federal court located in Dallas County, Texas or any Texas state
      court located in Dallas County, Texas, and each party consents to the exclusive
      jurisdiction and venue of such courts (and of the appropriate appellate courts
      therefrom) in any such action, suit or proceeding and irrevocably waives, to
      the
      fullest extent permitted by law, any objection that it may now or hereafter
      have
      to the laying of the venue of any such action, suit or proceeding in any such
      court or that any such action, suit or proceeding brought in any such court
      has
      been brought in an inconvenient forum. Process in any such action, suit or
      proceeding may be served on any party anywhere in the world, whether within
      or
      without the jurisdiction of any such court. Without limiting the foregoing,
      service of process on such party as provided in Section
      4.3 shall be
      deemed effective service of process on such party.





(b)  Waiver
      of Jury Trial .
      EACH
      PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR RELATING TO THIS
      AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
      SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO JURY TRIAL OF ANY DISPUTE BASED
      UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO
      OR
      ANY DEALINGS AMONG THEM RELATING TO THE MATTERS CONTEMPLATED HEREIN. THE SCOPE
      OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL ACTIONS, SUITS AND
      PROCEEDINGS THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT AND CONTEMPLATED
      HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND
      ALL
      OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HEREBY REPRESENTS THAT
      (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT IN THE
      EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER,
      (ii) SUCH PARTY UNDERSTANDS, AND WITH THE ADVICE OF COUNSEL HAS CONSIDERED,
      THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER
      VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
      AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN
      THIS SECTION
      4.5(b) .





23


**Section
      4.6** **Headings** .
      The
      article and section headings contained in this Agreement are inserted for
      convenience only and will not affect in any way the meaning or interpretation
      of
      this Agreement.





**Section
      4.7** **Amendments** . **** This
      Agreement may be amended only by a written instrument signed by the Company,
      the
      Purchaser and the Holders of at least a majority of the Registrable Securities,
      except for Article
      III ,
      which
      may be amended only by a written instrument signed by the Company, the Purchaser
      and the Founders.




**Section
      4.8** **Extensions;
      Waivers** . Any
      party
      may, for itself only, (a) extend the time for the performance of any of the
      obligations of any other party under this Agreement, (b) waive any inaccuracies
      in the representations and warranties of any other party contained herein or
      in
      any document delivered pursuant hereto and (c) waive compliance with any of
      the
      agreements or conditions for the benefit of such party contained herein. Any
      such extension or waiver will be valid only if set forth in a writing signed
      by
      the party to be bound thereby. No
      waiver
      by any party of any default, misrepresentation or breach of warranty or
      covenant hereunder, whether intentional or not, may be deemed to extend to
      any
      prior or subsequent default, misrepresentation or breach of warranty or covenant
      hereunder or affect in any way any rights arising because of any prior or
      subsequent such occurrence.  Neither
      the failure nor any delay on the part of any party to exercise any right or
      remedy under this Agreement shall operate as a waiver thereof, nor shall any
      single or partial exercise of any right or remedy preclude any other or further
      exercise of the same or of any other right or remedy.





**Section
      4.9** **Severability** **.** The
      provisions of this Agreement will be deemed severable and the invalidity or
      unenforceability of any provision will not affect the validity or enforceability
      of the other provisions hereof; provided that if any provision of this
      Agreement, as applied to any party or to any circumstance, is judicially
      determined not to be enforceable in accordance with its terms, the parties
      agree
      that the court judicially making such determination may modify the provision
      in
      a manner consistent with its objectives such that it is enforceable, and/or
      to
      delete specific words or phrases, and in its modified form, such provision
      will
      then be enforceable and will be enforced.





24


**Section
      4.10** **Counterparts** **;
      Effectiveness** .
      This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original but all of which together will constitute one and the same
      instrument. This Agreement will become effective when one or more counterparts
      have been signed by each of the parties and delivered to the other parties.
      For
      purposes of determining whether a party has signed this Agreement or any
      document contemplated hereby or any amendment or waiver hereof, only a
      handwritten original signature on a paper document or a facsimile copy of such
      a
      handwritten original signature shall constitute a signature, notwithstanding
      any
      law relating to or enabling the creation, execution or delivery of any contract
      or signature by electronic means.




**Section
      4.11** **Specific
      Performance; Remedies** . **** Each
      party acknowledges and agrees that the other parties would be damaged
      irreparably if any provision of this Agreement were not performed in accordance
      with its specific terms or were otherwise breached. Accordingly, the parties
      will be entitled to an injunction or injunctions to prevent breaches of the
      provisions of this Agreement and to enforce specifically this Agreement and
      its
      provisions in any action or proceeding instituted in any court of the United
      States or any state thereof having jurisdiction over the parties and the matter,
      in addition to any other remedy to which they may be entitled, at law or in
      equity. Except as expressly provided herein, the rights, obligations and
      remedies created by this Agreement are cumulative and in addition to any other
      rights, obligations or remedies otherwise available at law or in equity. Except
      as expressly provided herein, nothing herein will be considered an election
      of
      remedies.




**Section
      4.12** **Construction** .
      This
      Agreement has been freely and fairly negotiated among the parties. If an
      ambiguity or question of intent or interpretation arises, this Agreement will
      be
      construed as if drafted jointly by the parties and no presumption or burden
      of
      proof will arise favoring or disfavoring any party because of the authorship
      of
      any provision of this Agreement. Any reference to any law will be deemed to
      refer to such law as in effect on the date hereof and all rules and regulations
      promulgated thereunder, unless the context requires otherwise. The words
“include,” “includes,” and “including” will be deemed to be followed by “without
      limitation.” Pronouns in masculine, feminine and neuter genders will be
      construed to include any other gender, and words in the singular form will
      be
      construed to include the plural and vice versa, unless the context otherwise
      requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any
      particular subdivision unless expressly so limited. The parties intend that
      each
      representation, warranty and covenant contained herein will have independent
      significance. If any party has breached any covenant contained herein in any
      respect, the fact that there exists another covenant relating to the same
      subject matter (regardless of the relative levels of specificity) which the
      party has not breached will not detract from or mitigate the fact that the
      party
      is in breach of the first covenant.








**SIGNATURE
      PAGE FOLLOWS**





25


IN
      WITNESS WHEREOF, the parties hereto have executed this Investor’s Rights
      Agreement as of the date first above written.




**COMPANY:**
            **IMMEDIATEK,
              INC.**a Nevada corporationBy:
            /s/ ZACH
              BAIRName:
            Zach
              BairTitle:
            President & Chief Executive
              Officer


**PURCHASER:**
              RADICAL
                HOLDINGS
                LPa Texas limited partnershipBy:
              Radical
                Management LLC,a Texas limited liability company,its general
                partner





By:
              /s/ MARK
                CUBANName:
              Mark
                CubanTitle:
              President




**FOUNDERS:**/s/ ZACH
              BAIRZach
              Bair/s/ PAUL MARINPaul
                Marin