REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION
      RIGHTS AGREEMENT
      (this
“Agreement”),
      dated
      as of December 16, 2005, is made by and among iCurie, Inc., a Nevada corporation
      (the “Company”),
      the
      Purchasers and Placement Agents (each as defined below). 

     

     

    W
      I T N E S S E T H:

     

    


    WHEREAS,
      the
      Company is offering (the “Offering”)
      an
      aggregate of up to 7,000,000 shares of the Company’s Series B Preferred Stock,
      par value $0.001 per share (the “Series
      B Preferred Stock”).
      Each
      share of the Series B Preferred Stock shall be initially convertible into 1
      share of the Company’s common stock, par value $0.001 per share (the
“Common
      Stock”);
      

     

    WHEREAS,
      the
      Company desires to issue and sell to the persons listed on Schedule
      A-1
      attached
      hereto (each a “Purchaser,”
and
      collectively, the “Purchasers”),
      the
      shares of Series B Preferred Stock as set forth in a Subscription Agreement
      entered into or to be entered into by and between the Company and each Purchaser
      (the “Subscription
      Agreement”),
      together with warrants (“Investor
      Warrants”)
      to
      purchase Common Stock, each in such amounts as set forth on Schedule
      A-1;
      

     

    WHEREAS,
      in
      connection with the Offering, the Company has engaged Bridgehead Group Limited
      and IndiGo Securities, LLC (the “Placement
      Agents”),
      and
      shall issue to the Placement Agents warrants (“Placement
      Agent Warrants”)
      exercisable to acquire shares of Series B Preferred Stock (the “Placement
      Agent Warrant Shares”)
      in the
      amounts set forth on Schedule
      A-2
      attached
      hereto;

     

    WHEREAS,
      it is a
      condition precedent to the consummation of the transactions contemplated by
      the
      Subscription Agreement that the Company provide for the rights set forth in
      this
      Agreement; and 

     

    WHEREAS,
      certain
      terms used in this Agreement are defined in Section 3 hereof. 

     

    NOW, THEREFORE,
      in
      consideration of the foregoing premises and the mutual covenants and agreements
      hereinafter contained, and for other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, intending to be
      legally bound, the parties hereto hereby agree as follows: 

     

    1. Registration
      Rights.
      

     

    1.1 Required
      Registration.
      The
      Company shall use its reasonable best efforts to accomplish the following:
      

     

    (a) prepare
      and file with the “SEC”
(as
      such term is hereafter defined) a registration statement on Form SB-2 or a
      successor small business form or another small business or other form selected
      by the Company that is available to the Company under the “Securities
      Act”
(as
      such term is hereafter defined) which conforms with applicable rules and
      regulations (a “Required
      Registration Statement”)
      covering the “Registrable
      Securities”
(as
      such term is hereafter defined), to permit the offer and re-sale from time
      to
      time of such Registrable Securities in accordance with the methods of
      distribution substantially in the form set forth on Schedule
      B
      hereto,
      by the date (the “Required
      Filing Date”)
      which
      is not more than six (6) months immediately following the effective date of
      the Company’s registration statement on Form SB-2, SEC File No. 333-127193; and


     

    
      
         

      

      
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    (b) keep
      such
      Required Registration Statement continuously effective for a period of two
      years
      after the Required Registration Statement first becomes effective (the
“Effective
      Period”);
      provided, however, that the Company shall be under no obligation to maintain
      the
      effectiveness of the Required Registration Statement after such time as all
      Registrable Securities registered under the Required Registration Statement
      shall have been sold. 

     

    1.2 Demand
      Registration.
      In the
      event that all Registrable Securities are not registered pursuant to Section
      1.1
      at any time during the period beginning 270 days following the “Closing
      Date”
(as
      defined in the Subscription Agreement) and ending one year after the Closing
      Date, Purchasers may request the registration of the Registrable Securities
      owned by such Purchasers (provided,
      that
      the
      Purchasers registering Registrable Securities in such registration (together
      with all other holders of Registrable Securities to be included in such
      registration) propose to sell their Registrable Securities at an aggregate
      price
      (calculated based upon the Market Price of the Registrable Securities on the
      date of filing of the registration statement with respect to such Registrable
      Securities) to the public of no less than the lesser of $500,000, or the
      remaining Registrable Securities). Upon receiving a request for registration
      pursuant to this Section 1.2, the Company shall (i) promptly give written notice
      of the proposed registration, and any related qualification or compliance,
      to
      all other holders of Registrable Securities; and (ii) as soon as practicable,
      use reasonable best efforts to file and effect such registration and all such
      qualifications and compliances as may be so requested and as would permit or
      facilitate the sale and distribution of all or such portion of the Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities of any other holder in the group of holders
      joining in such request as is specified in a written request given within
      fifteen (15) days after the holder’s receipt of such written notice from the
      Company. Under no circumstances shall the Company be required to effectuate
      more
      than two (2) registrations pursuant to this Section 1.2.

     

    1.3 Current
      Public Information.
      The
      Company covenants that it will use reasonable best efforts to file all reports
      required to be filed by it under the Securities Act and the Exchange Act and
      the
      rules and regulations adopted by the SEC thereunder, to the extent required
      to
      enable the holders of Registrable Securities to sell Registrable Securities
      pursuant to Rule 144 or Rule 144A adopted by the SEC under the Securities Act
      or
      any similar rule or regulation hereafter adopted by the SEC. The Company shall,
      upon the request of a holder of Registrable Securities (each a “Designated
      Holder”
and
      collectively, the “Designated
      Holders”),
      deliver to such Designated Holder a written statement as to whether it has
      complied with such requirements. 

     

    
      
         

      

      
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    1.4 Form
      S-3 Registration.
      In the
      event all Registrable Securities are not registered pursuant to Section 1.1
      during the period beginning 270 days following the Closing Date and ending
      one
      year after the Closing Date, and if the Company is eligible to use Form S-3
      under the Securities Act (or any similar successor form) and shall receive
      from
      a Purchaser or its permitted transferees (the “S-3
      Initiating Holders”)
      a
      written request or requests that the Company effect a registration on such
      Form
      S-3, including, without limitation, pursuant to Rule 415 of the Securities
      Act
      and any related qualification or compliance with respect to all or part of
      the
      Registrable Securities owned by the S-3 Initiating Holders or their permitted
      transferees (provided,
      that
      the S-3
      Initiating Holders registering Registrable Securities in such registration
      (together with all other holders of Registrable Securities to be included in
      such registration) propose to sell their Registrable Securities at an aggregate
      price (calculated based upon the Market Price of the Registrable Securities
      on
      the date of filing of the Form S-3 with respect to such Registrable Securities)
      to the public of no less than the lesser of $500,000 or the remaining
      Registrable Securities), the Company shall (i) promptly give written notice
      of
      the proposed registration, and any related qualification or compliance, to
      all
      other holders of Registrable Securities; and (ii) as soon as practicable, use
      reasonable best efforts to file and effect such registration and all such
      qualifications and compliances as may be so requested and as would permit or
      facilitate the sale and distribution of all or such portion of the Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities of any other holder in the group of holders
      joining in such request as is specified in a written request given within
      fifteen (15) days after the holder’s receipt of such written notice from the
      Company. 

     

    1.5 Piggyback
      Registrations.
      

     

    (a) Right
      to Piggyback.
      In the
      event any Registrable Securities shall not have been registered pursuant to
      Section 1.1 within 270 days following the Closing Date, whenever the Company
      proposes to register any of its securities under the Securities Act (other
      than
      pursuant to a registration pursuant to Section 1.4 or a registration on Form
      S-4
      or S-8 or any successor or similar forms) and the registration form to be used
      may be used for the registration of Registrable Securities, whether or not
      for
      sale for its own account, the Company will give prompt written notice (but
      in no
      event less than fifteen (15) days before the anticipated filing date) to all
      holders of Registrable Securities, and such notice shall describe the proposed
      registration and distribution and offer to all holders of Registrable Securities
      the opportunity to register the number of Registrable Securities as each such
      holder may request. The Company will include in such registration all
      Registrable Securities with respect to which the Company has received written
      requests for inclusion therein within ten (10) days after the holders’ receipt
      of the Company’s notice (a “Piggyback
      Registration”).

     

    (b) Reasonable
      Efforts.
      The
      Company shall use all reasonable best efforts to cause the managing underwriter
      or underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggyback Registration to be included
      on the same terms and conditions as any similar securities of the Company or
      any
      other security holder included therein and to permit the sale or other
      disposition of such Registrable Securities in accordance with the intended
      method of distribution thereof.

     

    
      
         

      

      
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    (c) Withdrawal.
      Any
      Designated Holder shall have the right to withdraw its request for inclusion
      of
      its Registrable Securities in any Registration Statement pursuant to this
      Section 1.5 by giving written notice to the Company of its request to withdraw;
      provided,
      that in
      the event of such withdrawal (other than pursuant to Section 1.5(e) hereof,
      the
      Company shall not be required to reimburse such holder for the fees and expenses
      referred to in Section 1.7(t) hereof incurred by or on behalf of such holder
      prior to such withdrawal, unless such withdrawal was due to a material adverse
      change to the Company. The Company may withdraw a Piggyback Registration at
      any
      time prior to the time it becomes effective.

     

    (d) Priority
      in Registrations.
      If a
      Piggyback Registration is an underwritten primary registration on behalf of
      the
      Company, and the managing underwriters advise the Company in writing (with
      a
      copy to each party hereto requesting registration of Registrable Securities)
      that in their opinion the number of Registrable Securities requested to be
      included on a secondary basis in such registration exceeds the number which
      can
      be sold in such offering without materially and adversely affecting the
      marketability of such primary or secondary offering (the “Company
      Offering Quantity”),
      then
      the Company will include in such registration securities in the following
      priority: 

     

    (i) First,
      the Company will include the securities the Company proposes to
      sell.

     

    (ii) Second,
      the Company will include all Registrable Securities requested to be included
      by
      any Designated Holder, and if the number of such Designated Holders’ securities
      exceeds the Company Offering Quantity, then the Company shall include only
      each
      such requesting Designated Holders’ pro rata share of the shares available for
      registration by the Purchaser, based on the amount of securities held by such
      holder, on an as converted basis. 

     

    (iii) Third,
      the Company will include other securities of the Company proposed to be included
      in the registration.

     

    (e) Cutback.
      If, as
      a result of the proration provisions of this Section 1.5, any Designated Holders
      shall not be entitled to include all Registrable Securities in a Piggyback
      Registration that such Designated Holders has requested to be included, such
      holder may elect to withdraw his request to include Registrable Securities
      in
      such registration but the Company shall be required to reimburse such holder
      for
      the fees and expenses referred to in Section 1.7(t) hereof incurred by such
      holder prior to such withdrawal.

     

    1.6 Holdback
      Agreements.
      

     

    (a) To
      the
      extent not inconsistent with applicable law, in connection with a public
      offering of securities of the Company, upon the request of the Company or the
      underwriter, in the case of an underwritten public offering, the underwriters
      managing such underwritten offering of the Company’s securities, each holder of
      Registrable Securities who owns at least five percent (5%) of the outstanding
      capital stock of the Company on an “as-converted” basis or is an officer or
      director of the Company will not effect any public sale or distribution (other
      than those included in the registration) of any securities of the Company,
      or
      any securities, options or rights convertible into or exchangeable or
      exercisable for such securities during the fourteen (14) days prior to and
      the
      one hundred eighty (180) day period beginning on such effective date, unless
      (in
      the case of an underwritten public offering) the managing underwriters otherwise
      agree to a shorter period of time. 

     

    
      
         

      

      
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    (b) The
      Company shall have the right at any time to require that the Designated Holders
      of Registrable Securities suspend further open market offers and sales of
      Registrable Securities pursuant to a Registration Statement filed hereunder
      for
      a total of no more than sixty (60) calendar days in any twelve (12) month
      period, but only if the Company reasonably concludes, after consultation with
      outside legal counsel, that failure to suspend the use of the Registration
      Statement as such would create a material liability or violation under
      applicable securities laws or regulations. The Company will give the Designated
      Holders notice of any such suspension and will use all reasonable best efforts
      to minimize the length of such suspension. 

     

    1.7 Registration
      Procedures.
      Whenever any Registrable Securities are required to be registered pursuant
      to
      this Agreement, the Company will use reasonable best efforts to effect the
      registration of such Registrable Securities in accordance with the intended
      methods of disposition thereof, and pursuant thereto the Company will as
      expeditiously as possible:

     

    (a) prepare
      and file with the SEC on any small business (or other form if the Company does
      not then qualify for use of small business forms) form, if not so otherwise
      provided for, for which the Company qualifies, as soon as practicable after
      the
      end of the period within which requests for registration may be given to the
      Company, a Registration Statement with respect to the offer and sale of such
      Registrable Securities and thereafter use reasonable best efforts to cause
      such
      Registration Statement to become effective and remain effective until the
      completion of the distribution contemplated thereby or the required time period
      under this Agreement, whichever is shorter (and before filing such Registration
      Statement, the Company will furnish to the counsel selected by the holders
      of a
      majority of the Registrable Securities initiating such Registration Statement
      copies of all such documents proposed to be filed); provided,
      however,
      that
      the Company may postpone for not more than sixty (60) calendar days the filing
      or effectiveness of any registration statement required pursuant to this
      Agreement other than a Required Registration Statement required to be filed
      pursuant to Section 1.1 of this Agreement, if the Board of Directors, in its
      good faith judgment, determines that such registration could reasonably be
      expected to have a material adverse effect on the Company and its stockholders
      for any reason including, but not limited to, any proposal or plan by the
      Company to engage in any acquisition or sale of assets (other than in the
      ordinary course of business) or any merger, consolidation, tender offer or
      similar transaction then under consideration (in which event, the Designated
      Holders shall be entitled to withdraw such request, and if such request is
      withdrawn such registration will not count as a registration statement pursuant
      to this Agreement) by delivering written notice to the Designated Holders who
      requested inclusion of Registrable Securities in such Registration Statement
      of
      its determination to postpone such Registration Statement; provided,
      further,
      that
      the
      Company shall not disclose any information that could be deemed material
      non-public information to any holder of Registrable Securities included in
      a
      Registration Statement that is subject to such postponement; 

     

    
      
         

      

      
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    (b) prepare
      and file with the SEC such amendments and supplements to such Registration
      Statement and the prospectus used in connection therewith as may be necessary
      to
      keep such Registration Statement effective for a period provided for in the
      applicable Section above, or if not so provided, for a period of twelve (12)
      months (for a registration pursuant to Rule 415 of the Securities Act) or,
      if
      such Registration Statement relates to an underwritten offering, such period
      as
      in the opinion of counsel for the underwriters a prospectus is required by
      law
      to be delivered in connection with sales of Registrable Securities by an
      underwriter or dealer or such shorter period as will terminate when all of
      the
      securities covered by such Registration Statement have been disposed of in
      accordance with the intended methods of disposition by the seller or sellers
      thereof set forth in such Registration Statement (but in any event not before
      the expiration of any longer period required under the Securities Act), and
      to
      comply with the provisions of the Securities Act with respect to the disposition
      of all securities covered by such Registration Statement until such time as
      all
      of such securities have been disposed of in accordance with the intended methods
      of disposition by the seller or sellers thereof set forth in such Registration
      Statement. In the event the Company shall give any notice pursuant to Section
      1.6(b), the applicable time period mentioned in this Section 1.7(b) during
      which
      a Registration Statement is to remain effective shall be extended by the number
      of days during the period from and including the date of the giving of such
      notice pursuant to Section 1.6(b) to and including the date when each seller
      of
      a Registrable Security covered by such Registration Statement shall have
      received the copies of the supplemented or amended prospectus contemplated
      by
      Section 1.7(e); 

     

    (c) furnish
      to each seller of Registrable Securities, prior to filing a Registration
      Statement, such number of copies of such Registration Statement, each amendment
      and supplement thereto, the prospectus included in such Registration Statement
      (including each preliminary prospectus) and such other documents as such seller
      may reasonably request in order to facilitate the disposition of the Registrable
      Securities owned by such seller;

     

    (d) register
      or qualify such Registrable Securities under such other securities or blue
      sky
      laws of such jurisdictions as any seller reasonably requests and do any and
      all
      other acts and things which may be reasonably necessary or advisable to enable
      such seller to consummate the disposition in such jurisdictions of the
      Registrable Securities owned by such seller and to keep each such registration
      or qualification (or exemption therefrom) effective during the period which
      the
      Registration Statement is required to be kept effective (provided,
      that
      the Company will not be required to (i) qualify generally to do business in
      any
      jurisdiction where it would not otherwise be required to qualify but for this
      subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii)
      consent to general service of process in any such jurisdiction);

     

    (e) notify
      each seller of such Registrable Securities, at any time when a prospectus
      relating thereto is required to be delivered under the Securities Act, of the
      happening of any event (a “Changing
      Event”)
      as a
      result of which, the prospectus included in such Registration Statement contains
      an untrue statement of a material fact or omits any fact necessary to make
      the
      statements therein not misleading in the light of the circumstances under which
      they were made, and, at the request of any such seller, the Company will as
      soon
      as possible prepare and furnish to such seller (a “Correction
      Event”)
      a
      reasonable number of copies of a supplement or amendment to such prospectus
      so
      that, as thereafter delivered to the purchasers of such Registrable Securities,
      such prospectus will not contain an untrue statement of a material fact or
      omit
      to state any fact necessary to make the statements therein not misleading in
      the
      light of the circumstances under which they were made;

     

    
      
         

      

      
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    (f) 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 listed on The Nasdaq Stock Market or the Nasdaq SmallCap trading system
      or
      the Nasdaq OTC Bulletin Board;

     

    (g) provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such Registration Statement;

     

    (h) enter
      into such customary agreements (including underwriting agreements in customary
      form with any underwriter, if any is selected by the Company) and take all
      such
      other actions as the holders of a majority of the Registrable Securities being
      sold or the underwriters, if any, reasonably request in order to expedite or
      facilitate the disposition of such Registrable Securities, including causing
      its
      officers to participate in “road shows” and other information meetings organized
      by an underwriter, if any, provided that any underwriter shall have been
      selected by the Company; 

     

    (i) make
      available for inspection by any seller of Registrable Securities, any
      underwriter participating in any disposition pursuant to such Registration
      Statement and any attorney, accountant or other agent retained by any such
      seller or underwriter, all financial and other records, pertinent corporate
      documents and properties of the Company, and cause the Company’s employees and
      independent accountants to supply all information reasonably requested by any
      such seller, underwriter, attorney, accountant or agent in connection with
      such
      Registration Statement;

     

    (j) before
      filing a Registration Statement or prospectus or any amendments or supplements
      thereto, the Company shall provide counsel selected by the Designated Holders
      holding a majority of the Registrable Securities being registered in such
      registration (“Holders’
      Counsel”)
      and
      any other Inspector (as defined below) with an adequate and appropriate
      opportunity to review and comment on such Registration Statement and each
      prospectus included therein (and each amendment or supplement thereto) to be
      filed with the SEC, subject to such documents being under the Company’s control,
      and the Company shall notify the Holders’ Counsel and each seller of Registrable
      Securities of any stop order issued or threatened by the SEC;

     

    (k) otherwise
      comply with all applicable rules and regulations of the SEC, and make available
      to its security holders, as soon as reasonably practicable, an earnings
      statement covering the period of at least twelve months beginning with the
      first
      day of the Company’s first full calendar quarter after the effective date of the
      Registration Statement, which earnings statement shall satisfy the provisions
      of
      Section 11(a) of the Securities Act and Rule 158 thereunder;

     

    
      
         

      

      
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    (l) in
      the
      event of the issuance of any stop order suspending the effectiveness of a
      Registration Statement, or of any order suspending or preventing the use of
      any
      related prospectus or suspending the qualification of any securities included
      in
      such Registration Statement for sale in any jurisdiction, the Company will
      use
      its reasonable best efforts promptly to obtain the withdrawal of such
      order;

     

    (m) if
      required by the Securities Act, the rules promulgated thereunder, or the SEC,
      or
      in the discretion of the Company, obtain one or more comfort letters, dated
      the
      effective date of such Registration Statement (and, if such registration
      includes an underwritten offering, dated the date of the closing under the
      underwriting agreement), signed by the Company’s independent public accountants
      in customary form and covering such matters of the type customarily covered
      by
      comfort letters; 

     

    (n) provide
      any legal opinions of Company counsel required by the Securities Act, the rules
      promulgated thereunder or the SEC, in accordance with such requirements;


     

    (o) subject
      to execution and delivery of mutually satisfactory confidentiality agreements,
      make available at reasonable times for inspection by any seller of Registrable
      Securities, any managing underwriter participating in any disposition of such
      Registrable Securities pursuant to a Registration Statement, Holders’ Counsel
      and any attorney, accountant or other agent retained by any managing underwriter
      (each, an “Inspector”
and
      collectively, the “Inspectors”),
      during normal business hours of Company at Company’s corporate office and
      without unreasonable disruption of Company’s business or unreasonable expense to
      Company and solely for the purpose of due diligence with respect to the
      registration statement, non-confidential, legally disclosable, financial and
      other records and pertinent corporate documents of the Company and its
      subsidiaries (collectively, the “Records”)
      as
      shall be reasonably necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s and its subsidiaries’ officers,
      directors and employees, and the independent public accountants of the Company,
      to make available for inspection, at such parties’ offices during their
      respective normal business hours and without unreasonable disruption of their
      business or unreasonable expense to Company and solely for the purpose of due
      diligence with respect to a registration statement covering Registrable
      Securities pursuant to this Agreement all information reasonably requested
      by
      any such Inspector in connection with such Registration Statement;

     

    (p) subject
      to execution and delivery of mutually satisfactory confidentiality agreements,
      keep Holders’ Counsel advised as to the initiation and progress of any
      registration hereunder including, but not limited to, providing Holders’ Counsel
      with all correspondence with the SEC;

     

    
      
         

      

      
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    (q) cooperate
      with each seller of Registrable Securities and each underwriter participating
      in
      the disposition of such Registrable Securities and their respective counsel
      in
      connection with any filings required to be made with the NASD; and

     

    (r) take
      all
      other steps reasonably necessary to affect the registration of the Registrable
      Securities contemplated hereby.

     

    (s) Conditions
      Precedent to Company’s Obligations Pursuant to this Agreement.
      It
      shall be a condition precedent to the obligations of Company to take any action
      pursuant to this Agreement that each of the holders whose Registrable Securities
      are to be registered pursuant to this Agreement shall furnish such holder’s
      written agreement to be bound by the terms and conditions of this Agreement.
      By
      executing and delivering this Agreement, each holder represents and warrants
      that the information concerning, and representations and warranties by, such
      holder, including information concerning the securities of the Company held,
      beneficially or of record, by such holder, furnished to the Company pursuant
      to
      the Subscription Agreement and the Purchasers Questionnaire delivered pursuant
      thereto, are true and correct as if the same were represented and warranted
      on
      the date of any registration statement by the Company pursuant to this Agreement
      or any amendment thereto, and each holder covenants to promptly notify the
      Company in writing of any change in any such information, representation or
      warranty and to refrain from offering or disposing of any securities pursuant
      to
      any such registration statement until the Company has reflected such change
      in
      the registration statement. By executing and delivering this Agreement, each
      such holder further agrees to furnish any additional information as the Company
      may reasonably request in connection with any action to be taken by the Company
      pursuant to this Agreement, and to pay such holder’s expenses which are not
      required to be paid by the Company pursuant to this Agreement. If the
      Registrable Securities of a Purchaser are excluded from the Required
      Registration Statement due to such Purchaser’s violation of this Section 1.7(s),
      such Purchaser shall not be entitled to the rights set forth in Sections 1.2
      or
      1.4. 

     

    (t) Registration
      Expenses.
      All
      expenses incident to the Company’s performance of or compliance with this
      Agreement including, without limitation, all registration and filing fees
      payable by the Company, fees and expenses of compliance by the Company with
      securities or blue sky laws, printing expenses of the Company, messenger and
      delivery expenses of the Company, and fees and disbursements of counsel for
      the
      Company and all independent certified public accountants of the Company,
      underwriters (excluding discounts and commissions, which will be paid by the
      sellers of Registrable Securities) and other Persons retained by the Company
      will be borne by the Company, and the Company will pay its internal expenses
      (including, without limitation, all salaries and expenses of its Employees
      performing legal or accounting duties), the expense of any annual audit or
      quarterly review, the expense of any liability insurance of the Company and
      the
      expenses and fees for listing the securities to be registered on each securities
      exchange on which similar securities issued by the Company are then listed
      or on
      The Nasdaq National Market, Nasdaq SmallCap Market or the OTC Bulletin Board
      trading system. The Company shall not pay any underwriting discounts or
      commissions attributable to the sale of Registrable Securities and any of the
      other expenses incurred by any holder of Registrable Securities, all of which
      fees and expenses shall be borne by such holder or holders including, without
      limitation, underwriting fees, discounts and expenses, if any, applicable to
      any
      holder’s Registrable Securities, selling commissions or stock transfer taxes
      applicable to the Registrable Securities registered on behalf of any holder;
      any
      other expenses incurred by or on behalf of such holder in connection with the
      offer and sale of such Holder’s Registrable Securities other than expenses which
      the Company is expressly obligated to pay pursuant to this Agreement. The
      Company shall pay all fees and disbursements of one legal counsel to the Holders
      in connection with the registration statement filed pursuant to this Agreement,
      which may be Holders’ Counsel. 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    1.8 Indemnification.

     

    (a) The
      Company agrees to indemnify and hold harmless, to the fullest extent permitted
      by law, each holder of Registrable Securities and its general or limited
      partners, officers, directors, members, managers, employees, advisors,
      representatives, agents and Affiliates (collectively, the “Representatives”)
      from
      and against any loss, claim, damage, liability, attorney’s fees, cost or expense
      and costs and expenses of investigating and defending any such claim
      (collectively, the “Losses”),
      joint
      or several, and any action in respect thereof to which such holder of
      Registrable Securities or its Representatives may become subject under the
      Securities Act or otherwise, insofar as such Losses (or actions or proceedings,
      whether commenced or threatened, in respect thereto) arise out of or are based
      upon (i) any untrue or alleged untrue statement of a material fact contained
      in
      any Registration Statement, prospectus or preliminary or summary prospectus
      or
      any amendment or supplement thereto or (ii) any omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, and the Company shall reimburse each
      such
      holder of Registrable Securities and its Representatives for any legal or any
      other expenses incurred by them in connection with investigating or defending
      or
      preparing to defend against any such Loss, action or proceeding; provided,
      however,
      that
      the Company shall not be liable to any such holder or other indemnitee in any
      such case to the extent that any such Loss (or action or proceeding, whether
      commenced or threatened, in respect thereof) arises out of or is based upon
      an
      untrue statement or alleged untrue statement or omission or alleged omission,
      made in such Registration Statement, any such prospectus or preliminary or
      summary prospectus or any amendment or supplement thereto, in reliance upon,
      and
      in conformity with, written information prepared and furnished to the Company
      by
      any holder of Registrable Securities or its Representatives expressly for use
      therein or by failure of any holder of Registrable Securities to deliver a
      copy
      of the Registration Statement or prospectus or any amendments or supplements
      thereto after the Company has furnished such holder of Registrable Securities
      with a sufficient number of copies of the same. In connection with an
      underwritten offering, the Company will indemnify such underwriters, their
      officers and directors and each Person who controls such underwriters (within
      the meaning of the Securities Act) to the same extent as provided above with
      respect to the indemnification of the holders of Registrable Securities. In
      no
      event, however, shall the Company be liable for indirect, incidental or
      consequential or special damages. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (b) In
      connection with any Registration Statement in which the holders of Registrable
      Securities are participating pursuant to this Agreement, the holders of
      Registrable Securities will furnish to the Company in writing such information
      as the Company reasonably requests for use in connection with any such
      Registration Statement or prospectus and, to the fullest extent permitted by
      law, each such holder of Registrable Securities will indemnify and hold harmless
      the Company and its Representatives from and against any Losses, severally
      but
      not jointly, and any action in respect thereof to which the Company and its
      Representatives may become subject under the Securities Act or otherwise,
      insofar as such Losses (or actions or proceedings, whether commenced or
      threatened, in respect thereof) arise out of or are based upon (i) the purchase
      or sale of Registrable Securities during a suspension as set forth in Section
      1.6(b) after written receipt of notice of such suspension, (ii) any untrue
      or
      alleged untrue statement of a material fact contained in the Registration
      Statement, prospectus or preliminary or summary prospectus or any amendment
      or
      supplement thereto, or (iii) any omission or alleged omission of a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading, but, with respect to clauses (ii) and (iii) above, only to the
      extent that such untrue statement or omission is made in such Registration
      Statement, any such prospectus or preliminary or summary prospectus or any
      amendment or supplement thereto, in reliance upon and in conformity with written
      information prepared and furnished to the Company by such holder of Registrable
      Securities expressly for use therein or by failure of such holder of Registrable
      Securities to deliver a copy of the Registration Statement or prospectus or
      any
      amendments or supplements thereto after the Company has furnished such holder
      of
      Registrable Securities with a sufficient number of copies of the same, and
      such
      holder of Registrable Securities will reimburse the Company and each
      Representative for any legal or any other expenses incurred by them in
      connection with investigating or defending or preparing to defend against any
      such Loss, action or proceeding; provided,
      however,
      that
      such holder of Registrable Securities shall not be liable in any such case
      to
      the extent that prior to the filing of any such Registration Statement or
      prospectus or amendment or supplement thereto, such holder of Registrable
      Securities has furnished in writing to the Company information expressly for
      use
      in such Registration Statement or prospectus or any amendment or supplement
      thereto which corrected or made not misleading information previously furnished
      to the Company; provided,
      further,
      however,
      that
      the obligation to indemnify will be individual to each such holder of
      Registrable Securities and will be limited to the net amount of proceeds
      received by such holder of Registrable Securities from the sale of Registrable
      Securities pursuant to such Registration Statement. In no event, however, shall
      any Purchaser be liable for indirect, incidental or consequential or special
      damages.
      

     

    (c) Promptly
      after receipt by any Person in respect of which indemnity may be sought pursuant
      to Section 1.8(a) or 1.8(b) (an “Indemnified
      Party”)
      of
      notice of any claim or the commencement of any action, the Indemnified Party
      shall, if a claim in respect thereof is to be made against the Person against
      whom such indemnity may be sought (an “Indemnifying
      Party”),
      promptly notify the Indemnifying Party in writing of the claim or the
      commencement of such action; provided,
      that
      the failure to notify the Indemnifying Party shall not relieve the Indemnifying
      Party from any liability which it may have to an Indemnified Party otherwise
      than under Section 1.8(a) or 1.8(b) except to the extent of any actual prejudice
      resulting therefrom. If any such claim or action shall be brought against an
      Indemnified Party, and it shall notify the Indemnifying Party thereof, the
      Indemnifying Party shall be entitled to participate therein, and, to the extent
      that it wishes, jointly with any other similarly notified Indemnifying Party,
      to
      assume the defense thereof with counsel reasonably satisfactory to the
      Indemnified Party. After notice from the Indemnifying Party to the Indemnified
      Party of its election to assume the defense of such claim or action, the
      Indemnifying Party shall not be liable to the Indemnified Party for any legal
      or
      other expenses subsequently incurred by the Indemnified Party in connection
      with
      the defense thereof other than reasonable costs of investigation; provided,
      that
      the Indemnified Party shall have the right to employ separate counsel to
      represent the Indemnified Party and its Representatives who may be subject
      to
      liability arising out of any claim in respect of which indemnity may be sought
      by the Indemnified Party against the Indemnifying Party, but the fees and
      expenses of such counsel shall be for the account of such Indemnified Party
      unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
      agreed to the retention of such counsel or (ii) in the written opinion of
      counsel to such Indemnified Party, representation of both parties by the same
      counsel would be inappropriate due to actual or potential conflicts of interest
      between them, it being understood, however, that the Indemnifying Party shall
      not, in connection with any one such claim or action or separate but
      substantially similar or related claims or actions in the same jurisdiction
      arising out of the same general allegations or circumstances, be liable for
      the
      fees and expenses of more than one separate firm of attorneys (together with
      appropriate local counsel) at any time for all Indemnified Parties. No
      Indemnifying Party shall, without the prior written consent of the Indemnified
      Party which shall not be unreasonably withheld, effect any settlement of any
      claim or pending or threatened proceeding in respect of which the Indemnified
      Party is or could have been a party and indemnity could have been sought
      hereunder by such Indemnified Party, unless such settlement includes an
      unconditional release of such Indemnified Party from all liability arising
      out
      of such claim or proceeding other than the payment of monetary damages by the
      Indemnifying Party on behalf of the Indemnified Party. Whether or not the
      defense of any claim or action is assumed by the Indemnifying Party, such
      Indemnifying Party will not be subject to any liability for any settlement
      made
      without its prior written consent, which consent will not be unreasonably
      withheld.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (d) If
      the
      indemnification provided for in this Section 1.8 is unavailable to the
      Indemnified Parties in respect of any Losses referred to herein, then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses in such proportion as is appropriate to reflect the relative
      benefits received by the Company on the one hand and the holders of the
      Registrable Securities on the other from the offering of the Registrable
      Securities, or if such allocation is not permitted by applicable law, in such
      proportion as is appropriate to reflect not only the relative benefits but
      also
      the relative fault of the Company on the one hand and the holders of the
      Registrable Securities on the other in connection with the statements or
      omissions which resulted in such Losses, as well as any other relevant equitable
      considerations. The relative fault of the Company on the one hand and of each
      holder of the Registrable Securities on the other shall be determined by
      reference to, among other things, whether any action taken, including any untrue
      or alleged untrue statement of a material fact, or the omission or alleged
      omission to state a material fact relates to information supplied by such party,
      and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    The
      Company and the holders of the Registrable Securities agree that it would not
      be
      just and equitable if contribution pursuant to this Section 1.8(d) were
      determined by pro rata allocation or by any other method of allocation which
      does not take account of the equitable considerations referred to in the
      immediately preceding paragraph. The amount paid or payable by an Indemnified
      Party as a result of the Losses referred to in the immediately preceding
      paragraph shall be deemed to include, subject to the limitations set forth
      above, any legal or other expenses reasonably incurred by such Indemnified
      Party
      in connection with investigating or defending any such action or claim.
      Notwithstanding the provisions of this Section 1.8, no holder of the Registrable
      Securities shall be required to contribute any amount in excess of the amount
      by
      which the total price at which the Registrable Securities of such holder were
      offered to the public exceeds the amount of any Losses which such holder has
      otherwise paid by reason of such untrue or alleged untrue statement or omission
      or alleged omission. No Person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any Person who was not guilty of such fraudulent
      misrepresentation. Each holder’s obligations to contribute pursuant to this
      Section 1.8 is several in the proportion that the proceeds of the offering
      received by such holder of the Registrable Securities bears to the total
      proceeds of the offering received by all the holders of the Registrable
      Securities and not joint.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    1.9 Participation
      in Underwritten Registrations.

     

    (a) No
      Person
      may participate in any registration hereunder which is underwritten unless
      such
      Person (i) agrees to sell such Person’s securities on the basis provided in any
      underwriting arrangements approved by the Person or Persons entitled hereunder
      to approve such arrangements (including, without limitation, pursuant to the
      terms of any over-allotment or “green shoe” option requested by the managing
      underwriter(s), provided,
      that
      each holder of Registrable Securities shall not be required to sell more than
      the number of Registrable Securities that such holder has requested the Company
      to include in any registration) and (ii) completes and executes all
      questionnaires, powers of attorney, indemnities, underwriting agreements and
      other documents reasonably required under the terms of such underwriting
      arrangements and this Agreement.

     

    (b) Each
      Person that is participating in any registration under this Agreement agrees
      that, upon receipt of any notice from the Company of the happening of any event
      of the kind described in Section 1.7(e) above, such Person will forthwith
      discontinue the disposition of its Registrable Securities pursuant to the
      Registration Statement and all use of the Registration Statement or any
      prospectus or related document until such Person’s receipt of the copies of a
      supplemented or amended prospectus as contemplated by such Section 1.7(e) and,
      if so directed by the Company, will deliver to the Company (at the Company’s
      expense) all copies, other than permanent file copies, then in holder’s
      possession of such documents at the time of receipt of such notice. Furthermore,
      each holder agrees that if such holder uses a prospectus in connection with
      the
      offering and sale of any of the Registrable Securities, the holder will use
      only
      the latest version of such prospectus provided by Company.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    1.10 Removal
      of Legends.
      Following the conversion of the Series B Preferred Stock by an Purchaser, the
      Company agrees to (i) notify the Company’s transfer agent that the restrictions
      placed on the Purchaser’s certificates have been removed with respect to such
      Securities and (ii) take all other commercially reasonable actions necessary
      or
      required in connection with the removal of such limitations, including causing
      the transfer agent to issue a new certificate or certificates representing
      such
      Securities not bearing such a legend, provided, based on opinion of counsel
      for
      the Company, such restrictions may be removed under applicable securities
      laws.

     

    2. Transfers
      of Certain Rights.

     

    2.1 Transfer.
      The
      rights granted to the Purchaser under this Agreement are transferable to any
      permitted transferee of the applicable securities upon written notice of such
      transfer to the Company in accordance with the provisions of this Agreement
      provided,
      that
      any such transfer shall be subject to the provisions of Sections 2.2 and 2.3;
      and further provided,
      that
      nothing contained herein shall be deemed to permit an assignment, transfer
      or
      disposition of the Registrable Securities in violation of the terms and
      conditions of the Subscription Agreement or the other agreements and instruments
      in connection therewith, the Certificate of Designations of the Series B
      Preferred Stock, or applicable law.

     

    2.2 Transferees.
      Any
      permitted transferee to whom rights under this Agreement are transferred shall,
      as a condition to such transfer, deliver to the Company a written instrument
      by
      which such transferee agrees to be bound by the obligations imposed upon the
      Purchaser under this Agreement to the same extent as if such transferee were
      a
      Purchaser hereunder.

     

    2.3 Subsequent
      Transferees.
      A
      transferee to whom rights are transferred pursuant to this Section 2 may not
      again transfer such rights to any other person or entity, other than as provided
      in Sections 2.1 or 2.2 above.

     

    3. Certain
      Definitions.
      The
      following capitalized terms shall have the meanings ascribed to them
      below:

     

    “Affiliate”
      means any Person that directly or indirectly controls, or is under control
      with,
      or is controlled by such Person. As used in this definition, “control”
(including with its correlative meanings, “controlled by” and “under common
      control with”) shall mean the possession, directly or indirectly, of the power
      to direct or cause the direction of the management or policies of a Person
      (whether through ownership of securities or partnership or other ownership
      interests, by contract or otherwise). 

     

    “Closing
      Price” means, with respect to the Registrable Securities (a) if the shares are
      listed or admitted for trading on any national securities exchange or included
      in The Nasdaq National Market or Nasdaq SmallCap Market, the last reported
      sales
      price as reported on such exchange or market; (b) if the shares are not listed
      or admitted for trading on any national securities exchange or included in
      The
      Nasdaq National Market or Nasdaq SmallCap Market, the average of the last
      reported closing bid and asked quotation for the shares as reported on the
      National Association of Securities Dealers Automated Quotation System
      (“NASDAQ”)
      or a
      similar service if NASDAQ is not reporting such information; (c) if the shares
      are not listed or admitted for trading on any national securities exchange
      or
      included in The Nasdaq National Market or Nasdaq SmallCap Market or quoted
      by
      NASDAQ or a similar service, the average of the last reported bid and asked
      quotation for the shares as quoted by a market maker in the shares (or if there
      is more than one market maker, the bid and asked quotation shall be obtained
      from two market makers and the average of the lowest bid and highest asked
      quotation). In the absence of any available public quotations for the Common
      Stock, the Board and a majority of the Purchasers shall determine in good faith
      the fair value of the Common Stock

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    “Common
      Stock” means the common stock, par value $0.001 per share, of the
      Company.

     

    “Employees”
      means any current, former, or retired employee, office consultant, advisor,
      independent contractor, agent, officer or director of the Company.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations of the SEC promulgated thereunder.

     

    “Market
      Price” means, on any date of determination, the average of the daily Closing
      Price of the Registrable Securities for the immediately preceding five (5)
      on
      which the national securities exchanges are open for trading.

     

    “Person”
      means any individual, company, partnership, firm, joint venture, association,
      joint-stock company, trust, unincorporated organization, governmental body
      or
      other entity.

     

    “Registrable
      Securities” means, subject to the immediately following sentence, (i) shares of
      Common Stock issued or issuable upon the conversion of Series B Preferred Stock
      (including any additional shares of Series B Preferred Stock issued as dividends
      with respect to the Series B Preferred Stock), Common Stock payable as dividends
      on the Series B Preferred Stock, the Placement Agent Warrant Shares issued
      or
      issuable upon the exercise of the Placement Agent Warrants, and Common Stock
      issued or issuable upon the exercise of the Investor Warrants, and (ii) any
      shares of Common Stock issued or issuable directly or indirectly with respect
      to
      the securities referred to in clause (i) including, without limitation, by
      way
      of dividend, stock dividend or stock split or in connection with a combination
      of shares, recapitalization, merger, consolidation or other reorganization.
      As
      to any particular shares of Common Stock constituting Registrable Securities,
      such shares of Common Stock will cease to be Registrable Securities when they
      (x) have been effectively registered under the Securities Act and disposed
      of in
      accordance with a Registration Statement covering them, (y) have been sold
      to
      the public pursuant to Rule 144 (or by similar provision under the Securities
      Act), or (z) are eligible for resale under Rule 144(k) (or by similar provision
      under the Securities Act) without any limitation on the amount of securities
      that may be sold under paragraph (e) thereof.

     

    “Registration
      Statement” means any registration statement of the Company filed under the
      Securities Act which covers any of the Registrable Securities pursuant to the
      provisions of this Agreement, including the prospectus, amendments and
      supplements to such registration statement, including post-effective amendments,
      all exhibits and all material incorporated by reference in such registration
      statement.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    “SEC”
      means the United States Securities and Exchange Commission or any other federal
      agency at the time administering the Securities Act.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and regulations
      of the SEC promulgated thereunder.

     

    4. Miscellaneous.
      

     

    4.1 Recapitalizations,
      Exchanges and Additional Issuances.
      The
      provisions of this Agreement shall apply to the full extent set forth herein
      with respect to (i) the Registrable Securities, (ii) any and all shares of
      Common Stock into which the Registrable Securities are converted, exchanged
      or
      substituted in any recapitalization
      or other capital reorganization by the Company and (iii) any and all equity
      securities of the Company or any successor or assign of the Company (whether
      by
      merger, consolidation, sale of assets or otherwise) which may be issued in
      respect of, in conversion of, in exchange for or in substitution of, the
      Registrable Securities and shall be appropriately adjusted for any stock
      dividends, splits, reverse splits, combinations, recapitalizations and the
      like
      occurring after the date hereof. The Company shall cause any successor or assign
      (whether by merger, consolidation, sale of assets or otherwise) to enter into
      a
      new registration rights agreement with the Designated Holders on terms
      substantially the same as this Agreement as a condition of any such
      transaction.

     

    4.2 Amendments
      and Waivers.
      The
      provisions of this Agreement may be amended and the Company may take action
      herein prohibited, or omit to perform any act herein required to be performed
      by
      it, if, but only if, the Company has obtained the written consent of a majority
      in interest of the Registrable Securities then in existence.

     

    4.3 Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement shall be held to be prohibited by or invalid under applicable
      law, such provision shall be ineffective only to the extent of such prohibition
      or invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Agreement.

     

    4.4 Counterparts.
      This
      Agreement may be executed in one or more counterparts each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    4.5 Notices.
      All
      notices, requests and other communications to any party hereunder shall be
      in
      writing (including telecopy, telex or similar writing) and shall be deemed
      given
      or made as of the date delivered, if delivered personally or by telecopy
      (provided that delivery by telecopy shall be followed by delivery of an
      additional copy personally, by mail or overnight courier), one day after being
      delivered by overnight courier or four business days after being mailed by
      registered or certified mail (postage prepaid for the most expeditious form
      of
      delivery, return receipt requested), to the parties at the following addresses
      (or to such other address or telex or telecopy number as a party may have
      specified by notice given to the other party pursuant to this
      provision):

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    If
      to the
      Company, to:

    


    iCurie,
      Inc.

    1395
      Brickell Avenue, Suite 800

    Miami,
      Florida 33131

    Attn:
      Michael Karpheden

    Facsimile:
      305-529-6201

    


    With
      a
      copy to:

    


    DLA
      Piper
      Rudnick Gray Cary US LLP

    203
      North
      LaSalle Street, Suite 1900

    Chicago,
      Illinois 60601

    Attn:
      Gregory Hayes, Esq.

    


    If
      to the
      Purchaser, to:

    The
      address or facsimile number of each Purchaser as recorded in the stockholders
      records of the Company.

    


    4.6 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to the conflicts of laws rules or provisions.
      

     

    4.7 Forum;
      Service of Process.
      Any
      legal suit, action or proceeding brought by any party or any of its affiliates
      arising out of or based upon this Agreement shall be instituted in any federal
      or state court in New York, and each party waives any objection which it may
      now
      or hereafter have to the laying of venue or any such proceeding, and irrevocably
      submits to the jurisdiction of such courts in any such suit, action or
      proceeding.

     

    4.8 Captions.
      The
      captions, headings and arrangements used in this Agreement are for convenience
      only and do not in any way limit or amplify the terms and provisions
      hereof.

     

    4.9 No
      Prejudice.
      The
      terms of this Agreement shall not be construed in favor of or against any party
      on account of its participation in the preparation hereof.

     

    4.10 Words
      in Singular and Plural Form.
      Words
      used in the singular form in this Agreement shall be deemed to import the
      plural, and vice versa, as the sense may require.

     

    4.11 Remedy
      for Breach.
      The
      Company hereby acknowledges that in the event of any breach or threatened breach
      by the Company of any of the provisions of this Agreement, the holders of the
      Registrable Securities would have no adequate remedy at law and could suffer
      substantial and irreparable damage. Accordingly, the Company hereby agrees
      that,
      in such event, the holders of the Registrable Securities shall be entitled,
      and
      notwithstanding any election by any holder of the Registrable Securities to
      claim damages, to obtain a temporary and/or permanent injunction to restrain
      any
      such breach or threatened breach or to obtain specific performance of any such
      provisions, all without prejudice to any and all other remedies which any holder
      of the Registrable Securities may have at law or in equity.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    4.12 Successors
      and Assigns; Third Party Beneficiaries.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto, each subsequent holder of the Registrable
      Securities and their respective permitted successors and assigns and executors,
      administrators and heirs. Purchasers of the Registrable Securities are intended
      third party beneficiaries of this Agreement and this Agreement may be enforced
      by such holders.

     

    4.13 Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding between the parties
      as to the subject matter hereof and merges and supersedes all prior discussions,
      agreements and understandings of any and every nature among them. 

     

     

    [Remainder
      of page intentionally left blank]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Registration Rights Agreement to be duly
      executed as of the date and year first written above.

     

    


    
      	 	 	
              COMPANY:

               

              iCURIE,
                INC.

               

              By:____________

              Michael
                Karpheden

              Title:
                Chief Financial Officer

            
	
              PLACEMENT
                AGENTS:

               

              INDIGO
                SECURITIES, LLC

               

              By:
                _____________________

              Name:
                _____________________

              Its:
                _____________________

               

              BRIDGEHEAD
                GROUP LIMITED

               

              By:
                _____________________

              Name:
                _____________________

              Its:
                _____________________

            	 	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    COUNTERPART
      SIGNATURE PAGE

    


    


    IN
      WITNESS WHEREOF,
      the
      undersigned Purchaser has caused this Registration Rights Agreement to be duly
      executed as of the date and year first above written and to be bound hereby.
      

    


    
      	 	 	
              PURCHASER:

               

               

              By:
                _____________________

              Name:
                _____________________

              Title:
                _____________________

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Schedule
      A-1

    


    Purchasers

    


    


    
      	
              iCurie,
                Inc.

            	 	 	 
	
              Series
                B Preferred Investors

            	 	 	 
	 	 	 	 
	
              Investor

            	 	
              Number
                of Shares 

            	 
	
               

              Invision
                Company Ltd.

            	 	
              $

            	
              3,000,000

            	 
	 	 	 	 	 
	
              David
                & Arlene Gilmore

            	 	
              $

            	
              15,000

            	 
	 	 	 	 	 
	
              Christopher
                D. Moody Revocable Trust

            	 	
              $

            	
              2,912

            	 
	 	 	 	 	 
	
              Neil
                V. Moody Revocable Trust dated 2/9/95

            	 	
              $

            	
              8,742

            	 
	 	 	 	 	 
	
              Michael
                L. Gruber

            	 	
              $

            	
              1,748

            	 
	 	 	 	 	 
	
              Guido
                Brachetti

            	 	
              $

            	
              10,000

            	 
	 	 	 	 	 
	
              Michel
                D. Canfield

            	 	
              $

            	
              25,000

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              TOTAL:

            	 	
              $

            	
              3,063,402

            	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Schedule
      A-2

    


    Placement
      Agent Warrants

    


    these
      securities have not been registered with the united states securities and
      exchange commission or the securities commission of any state pursuant to an
      exemption from registration under regulation d promulgated under the securities
      act of 1933, as amended (the “act”). this warrant shall not constitute an offer
      to sell nor a solicitation of an offer to buy the securities in any jurisdiction
      in which such offer or solicitation would be unlawful. the securities are
“restricted” and may not be resold or transferred except as permitted under the
      act pursuant to registration or exemption therefrom.

    


    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      Purchase Shares of Par Value Series B Preferred (“Preferred Stock”)
      of

    


    No.
      W[] _________
      Shares

    


    


    iCURIE,
      INC.

     

    THIS
      CERTIFIES that, for value received, ___________________, (the “Purchaser” or
“Holder”) is entitled, upon the terms and subject to the conditions hereinafter
      set forth, at any time on or after the date hereof and on or prior to 5:00
      p.m.
      New York City Time on the date that is five years after the date hereof (the
      “Termination Date”), but not thereafter, to subscribe for and purchase from
      iCurie, Inc., a Nevada corporation (the “Company”), _________ shares (such
      shares the “Warrant Shares”) of Series B Preferred stock, par value $0.001, of
      the Company (“Preferred Stock”), at an exercise price of $1.50 per share (the
“Exercise Price”). The Exercise Price and the number of shares for which the
      Warrant is exercisable shall be subject to adjustment as provided herein.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5. Title
      of Warrant.
      Prior
      to the expiration hereof and subject to compliance with applicable laws, this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the
      office or agency of the Company by the Holder hereof in person or by duly
      authorized attorney, upon surrender of this Warrant together with (a) the
      Assignment Form annexed hereto properly endorsed, and (b) any other
      documentation reasonably necessary to satisfy the Company that such transfer
      is
      in compliance with all applicable securities laws. The term “Holder” shall refer
      to the Purchaser or any subsequent transferee of this Warrant.

     

    6. Authorization
      of Shares.
      The
      Company covenants that all shares of Preferred Stock which may be issued upon
      the exercise of rights represented by this Warrant will, upon exercise of the
      rights represented by this Warrant and payment of the Exercise Price as set
      forth herein will be duly authorized, validly issued, fully paid and
      nonassessable and free from all taxes, liens and charges in respect of the
      issue
      thereof (other than taxes in respect of any transfer occurring contemporaneously
      with such issue or otherwise specified herein).

     

    7. Exercise
      of Warrant.

     

    7.1 The
      Holder may exercise this Warrant, in whole or in part, at any time and from
      time
      to time, by delivering (which may be by facsimile) to the offices of the Company
      or any transfer agent for the Preferred Stock on or prior to the Termination
      Date, this Warrant together with a Notice of Exercise in the form annexed hereto
      (“Notice of Exercise”) specifying the number of Warrant Shares with respect to
      which this Warrant is being exercised, together with payment in cash to the
      Company of the Exercise Price therefor.

     

    7.2 In
      the
      event that the Warrant is not exercised in full, the number of Warrant Shares
      shall be reduced by the number of such Warrant Shares for which this Warrant
      is
      exercised and/or surrendered, and the Company, if requested by Holder and at
      its
      expense, shall within five (5) business days issue and deliver to the Holder
      a
      new Warrant of like tenor in the name of the Holder or as the Holder (upon
      payment by Holder of any applicable transfer taxes) may request, reflecting
      such
      adjusted Warrant Shares.

     

    7.3 Certificates
      for shares of Preferred Stock purchased hereunder shall be promptly delivered
      to
      the Holder hereof, but in no event more than five (5) business days after the
      date on which this Warrant shall have been exercised as aforesaid.

     

    7.4 In
      lieu
      of delivering physical certificates representing the Warrant Shares issuable
      upon exercise of this Warrant, provided the Company’s transfer agent is
      participating in the Depository Trust Company (“DTC”) Fast Automated Securities
      Transfer (“FAST”) program, and provided the Company is eligible to participate
      in the FAST program, upon request of the Holder, the Company shall use its
      best
      efforts to cause its transfer agent to electronically transmit the Warrant
      Shares issuable upon exercise to the Holder, by crediting the account of the
      Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission
      (“DWAC”) system. The time periods for delivery described above shall apply to
      the electronic transmittals through the DWAC system. The Company agrees to
      coordinate with DTC to accomplish this objective, provided the Company is
      eligible to utilize the services of DTC and is eligible to participate in the
      FAST program.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.5 The
      term
“Trading Day” means (i) if the Preferred Stock is not listed on the New York or
      American Stock Exchange but sale prices of the Preferred Stock are reported
      on
      Nasdaq National Market or another automated quotation system, a day on which
      trading is reported on the principal automated quotation system on which sales
      of the Preferred Stock are reported, (ii) if the Preferred Stock is listed
      on
      the New York Stock Exchange or the American Stock Exchange, a day on which
      there
      is trading on such stock exchange, or (iii) if the foregoing provisions are
      inapplicable, a day on which quotations are reported by National Quotation
      Bureau Incorporated.

     

    8. No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. In lieu of issuance of a fractional share upon
      any
      exercise hereunder, the Company will either round up to nearest whole number
      of
      shares or pay the cash value of that fractional share, which cash value shall
      be
      calculated on the basis of the average closing price of the Preferred Stock
      during the five (5) Trading Days immediately preceding the date of
      exercise.

     

    9. Charges,
      Taxes and Expenses.
      Issuance of certificates for shares of Preferred Stock upon the exercise of
      this
      Warrant shall be made without charge to the Holder hereof for any issue or
      transfer tax or other incidental expense in respect of the issuance of such
      certificate, all of which taxes and expenses shall be paid by the Company,
      and
      such certificates shall be issued in the name of the Holder of this Warrant
      or
      in such name or names as may be directed by the Holder of this Warrant;
provided,
      however,
      that in
      the event certificates for shares of Preferred Stock are to be issued in a
      name
      other than the name of the Holder of this Warrant, this Warrant when surrendered
      for exercise shall be accompanied by the Assignment Form attached hereto duly
      executed by the Holder hereof; and provided further,
      that
      the Company shall not be required to pay any tax or taxes which may be payable
      in respect of any transfer involved in the issuance of any Warrant certificates
      or any certificates for the Warrant Shares other than the issuance of a Warrant
      Certificate to the Holder in connection with the Holder’s surrender of a Warrant
      Certificate upon the exercise of all or less than all of the Warrants evidenced
      thereby.

     

    10. Closing
      of Books.
      The
      Company will at no time close its shareholder books or records in any manner
      which interferes with the timely exercise of this Warrant.

     

    11. No
      Rights as Shareholder until Exercise.
      Subject
      to Section 12 of this Warrant and the provisions of any other written agreement
      between the Company and the Purchaser, the Purchaser shall not be entitled
      to
      vote or receive dividends or be deemed the holder of Warrant Shares or any
      other
      securities of the Company that may at any time be issuable on the exercise
      hereof for any purpose, nor shall anything contained herein be construed to
      confer upon the Purchaser, as such, any of the rights of a stockholder of the
      Company or any right to vote for the election of directors or upon any matter
      submitted to stockholders at any meeting thereof, or to give or withhold consent
      to any corporate action (whether upon any recapitalization, issuance of stock,
      reclassification of stock, change of par value, or change of stock to no par
      value, consolidation, merger, conveyance or otherwise) or to receive notice
      of
      meetings, or to receive dividends or subscription rights or otherwise until
      the
      Warrant shall have been exercised as provided herein. However, at the time
      of
      the exercise of this Warrant pursuant to Section 3 hereof, the Warrant Shares
      so
      purchased hereunder shall be deemed to be issued to such Holder as the record
      owner of such shares as of the close of business on the date on which this
      Warrant shall have been exercised.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12. Assignment
      and Transfer of Warrant.
      This
      Warrant may be assigned by the surrender of this Warrant and the Assignment
      Form
      annexed hereto duly executed at the office of the Company (or such other office
      or agency of the Company or its transfer agent as the Company may designate
      by
      notice in writing to the registered Holder hereof at the address of such Holder
      appearing on the books of the Company); provided,
      however,
      that
      this Warrant may not be resold or otherwise transferred except (i) in a
      transaction registered under the Securities Act of 1933, as amended (the “Act”),
      or (ii) in a transaction pursuant to an exemption, if available, from
      registration under the Act and whereby, if reasonably requested by the Company,
      an opinion of counsel reasonably satisfactory to the Company is obtained by
      the
      Holder of this Warrant to the effect that the transaction is so
      exempt.

     

    13. Loss,
      Theft, Destruction or Mutilation of Warrant; Exchange.
      The
      Company represents warrants and covenants that (a) upon receipt by the Company
      of evidence and/or indemnity reasonably satisfactory to it of the loss, theft,
      destruction or mutilation of any Warrant or stock certificate representing
      the
      Warrant Shares, and in case of loss, theft or destruction, of indemnity
      reasonably satisfactory to it, and (b) upon surrender and cancellation of such
      Warrant or stock certificate, if mutilated, the Company will make and deliver
      a
      new Warrant or stock certificate of like tenor and dated as of such
      cancellation, in lieu of this Warrant or stock certificate, without any charge
      therefor. This Warrant is exchangeable at any time for an equal aggregate number
      of Warrants of different denominations, as requested by the holder surrendering
      the same, or in such denominations as may be requested by the Holder following
      determination of the Exercise Price. No service charge will be made for such
      registration or transfer, exchange or reissuance.

     

    14. Saturdays,
      Sundays, Holidays, etc.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall be a Saturday, Sunday or a legal holiday,
      then such action may be taken or such right may be exercised on the next
      succeeding day not a legal holiday.

     

    15. Effect
      of Certain Events.
      If at
      any time while this Warrant or any portion thereof is outstanding and unexpired
      there shall be a transaction (by merger or otherwise) in which more than 50%
      of
      the voting power of the Company is disposed of (collectively, a “Sale or Merger
      Transaction”), the Holder of this Warrant shall have the right thereafter to
      purchase, by exercise of this Warrant and payment of the aggregate Exercise
      Price in effect immediately prior to such action, the kind and amount of shares
      and other securities and property which it would have owned or have been
      entitled to receive after the happening of such transaction had this Warrant
      been exercised immediately prior thereto, subject to further adjustment as
      provided in Section 12.

     

    16. Adjustments
      of Exercise Price and Number of Warrant Shares; Blocker
      Provision.
      The
      number of and kind of securities purchasable upon exercise of this Warrant
      and
      the Exercise Price shall be subject to adjustment from time to time as set
      forth
      in this Section 12. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    16.1 Subdivisions,
      Combinations, Stock Dividends and other Issuances.
      If the
      Company shall, at any time while this Warrant is outstanding, (i) pay a stock
      dividend or otherwise make a distribution or distributions on Preferred Stock
      in
      shares of Preferred Stock, (ii) subdivide outstanding shares of Preferred Stock
      into a larger number of shares, or (iii) combine outstanding Preferred Stock
      into a smaller number of shares, then the Exercise Price shall be multiplied
      by
      a fraction, the numerator of which shall be the number of shares of Preferred
      Stock outstanding before such event and the denominator of which shall be the
      number of shares of Preferred Stock outstanding after such event. Any adjustment
      made pursuant to this Section 12(a) shall become effective immediately after
      the
      record date for the determination of stockholders entitled to receive such
      dividend or distribution and shall become effective immediately after the
      effective date in the case of a subdivision or combination. The number of shares
      which may be purchased hereunder shall be increased proportionately to any
      reduction in Exercise Price pursuant to this paragraph 12(a), so that after
      such
      adjustments the aggregate Exercise Price payable hereunder for the increased
      number of shares shall be the same as the aggregate Exercise Price in effect
      just prior to such adjustments.

     

    16.2 Other
      Distributions.
      If at
      any time after the date hereof the Company distributes to holders of its
      Preferred Stock, other than as part of its dissolution, liquidation or the
      winding up of its affairs, any shares of its capital stock, any evidence of
      indebtedness or any of its assets (other than Common Stock), then the number
      of
      Warrant Shares for which this Warrant is exercisable shall be increased to
      equal: (i) the number of Warrant Shares for which this Warrant is exercisable
      immediately prior to such event, (ii) multiplied by a fraction, (A) the
      numerator of which shall be the Fair Market Value (as defined below) per share
      of Preferred Stock on the record date for the dividend or distribution, and
      (B)
      the denominator of which shall be the Fair Market Value price per share of
      Preferred Stock on the record date for the dividend or distribution minus the
      amount allocable to one share of Preferred Stock of the value (as jointly
      determined in good faith by the Board of Directors of the Company and the
      Holder) of any and all such evidences of indebtedness, shares of capital stock,
      other securities or property, so distributed. For purposes of this Warrant,
      “Fair Market Value” shall equal the average closing trading price of the
      Preferred Stock on the principal securities exchange or trading market on which
      the Preferred Stock is traded, listed or quoted (the “Principal Market”) for the
      5 Trading Days preceding the date of determination or, if the Preferred Stock
      is
      not listed or admitted to trading on any Principal Market, and the average
      price
      cannot be determined as contemplated above, the Fair Market Value of the
      Preferred Stock shall be as reasonably determined in good faith by the Company’s
      Board of Directors and the Holder. The Exercise Price shall be reduced to equal:
      (i) the Exercise Price in effect immediately before the occurrence of any event
      (ii) multiplied by a fraction, (A) the numerator of which is the number of
      Warrant Shares for which this Warrant is exercisable immediately before the
      adjustment, and (B) the denominator of which is the number of Warrant Shares
      for
      which this Warrant is exercisable immediately after the adjustment.

     

    16.3 Merger,
      etc.
      If at
      any time after the date hereof there shall be a merger or consolidation of
      the
      Company with or into or a transfer of all or substantially all of the assets
      of
      the Company to another entity, then the Holder shall be entitled to receive
      upon
      or after such transfer, merger or consolidation becoming effective, and upon
      payment of the Exercise Price then in effect, the number of shares or other
      securities or property of the Company or of the successor corporation resulting
      from such merger or consolidation, which would have been received by the Holder
      for the shares of stock subject to this Warrant had this Warrant been exercised
      just prior to such transfer, merger or consolidation becoming effective or
      to
      the applicable record date thereof, as the case may be. The Company will not
      merge or consolidate with or into any other corporation, or sell or otherwise
      transfer its property, assets and business substantially as an entirety to
      another corporation, unless the corporation resulting from such merger or
      consolidation (if not the Company), or such transferee corporation, as the
      case
      may be, shall expressly assume in writing the due and punctual performance
      and
      observance of each and every covenant and condition of this Warrant to be
      performed and observed by the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    16.4 Reclassification,
      etc.
      If at
      any time after the date hereof there shall be a reorganization or
      reclassification of the securities as to which purchase rights under this
      Warrant exist into the same or a different number of securities of any other
      class or classes, then the Holder shall thereafter be entitled to receive upon
      exercise of this Warrant, during the period specified herein and upon payment
      of
      the Exercise Price then in effect, the number of shares or other securities
      or
      property resulting from such reorganization or reclassification, which would
      have been received by the Holder for the shares of stock subject to this Warrant
      had this Warrant at such time been exercised. 

     

    16.5 Exercise
      Price Adjustment.
      In the
      event that subsequent to the date hereof, the Company issues or sells any
      Preferred Stock, any Convertible Securities (as defined below), or any warrants
      or other rights to subscribe for or to purchase or any options for the purchase
      of its Preferred Stock or any such Convertible Securities (other than (i) shares
      of Preferred Stock or options to purchase such shares issued to employees,
      consultants, officers or directors in accordance with stock plans approved
      by
      the Board of Directors, (ii) shares of Preferred Stock issuable under options
      or
      warrants that are outstanding as of the date hereof, (iii) shares of Preferred
      Stock issued pursuant to a stock dividend, split or other similar transaction)
      (“Additional Preferred Stock”), and at an effective price per share of Preferred
      Stock which is less than $1.00 (subject to appropriate adjustments for stock
      splits, stock dividends, combinations, reclassifications and other similar
      transactions after the date hereof) per share (the “New Issuance Price”), then
      the Exercise Price shall
      be
      reduced, effective concurrently with such issuance or sale of such Additional
      Preferred Stock, to an amount determined by multiplying the Exercise Price
      then
      in effect by a fraction, (A) the numerator of which shall be the sum of (1)
      the
      number of shares of Preferred Stock (determined on a fully diluted basis)
      outstanding immediately prior to such issuance or sale, plus (2) the number
      of
      shares of Preferred Stock which the aggregate consideration received by the
      Company for such Additional Preferred Stock would purchase at a per share
      purchase price of $1.00 (subject
      to appropriate adjustments for stock splits, stock dividends, combinations,
      reclassifications and other similar transactions after the date
      hereof),
      and (B)
      the denominator of which shall be the number of shares of Preferred Stock
      (determined on a fully diluted basis) outstanding immediately after such
      issuance or sale. 

     

    For
      the
      purposes of the foregoing adjustments, in the case of the issuance of any
      convertible securities, warrants, options or other rights to subscribe for
      or to
      purchase or exchange for, shares of Preferred Stock (“Convertible Securities”),
      the maximum number of shares of Preferred Stock issuable upon exercise, exchange
      or conversion of such Convertible Securities shall be deemed to be outstanding,
      provided that no further adjustment shall be made upon the actual issuance
      of
      Preferred Stock upon exercise, exchange or conversion of such Convertible
      Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    In
      the
      event of any adjustment in the number of Warrant Shares issuable hereunder
      upon
      exercise, the Exercise Price shall be inversely proportionately increased or
      decreased as the case may be, such that aggregate purchase price for Warrant
      Shares upon full exercise of this Warrant shall remain the same. Similarly,
      in
      the event of any adjustment in the Exercise Price, the number of Warrant Shares
      issuable hereunder upon exercise shall be inversely proportionately increased
      or
      decreased as the case may be, such that aggregate purchase price for Warrant
      Shares upon full exercise of this Warrant shall remain the same.

     

    (f) Blocker
      Provision. Notwithstanding anything to the contrary contained herein, the number
      of shares of Preferred Stock that may be acquired by the Holder upon any
      exercise of this Warrant (or otherwise in respect hereof) shall be limited
      to
      the extent necessary to insure that, following such exercise (or other
      issuance), the total number of shares of Preferred Stock then beneficially
      owned
      by such Holder and its affiliates and any other persons whose beneficial
      ownership of Preferred Stock would be aggregated with the Holder’s for purposes
      of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number
      of issued and outstanding shares of Common Stock (including for such purpose
      the
      shares of Common Stock issuable upon such exercise). For such purposes,
      beneficial ownership shall be determined in accordance with Section 13(d) of
      the
      Exchange Act and the rules and regulations promulgated thereunder. Each delivery
      of a Notice of Exercise hereunder will constitute a representation by the Holder
      that it has evaluated the limitation set forth in this paragraph and determined
      that issuance of the full number of Warrant Shares requested in such Notice
      of
      Exercise is permitted under this paragraph. This provision shall not restrict
      the number of shares of Common Stock which a Holder may receive or beneficially
      own in order to determine the amount of securities or other consideration that
      such Holder may receive in the event of a merger or other business combination
      or reclassification involving the Company. This restriction may not be
      waived.

     

    17. Voluntary
      Adjustment by the Company.
      The
      Company may at its option, at any time during the term of this Warrant, reduce
      but not increase the then current Exercise Price to any amount and for any
      period of time deemed appropriate by the Board of Directors of the Company.
      

     

    18. Notice
      of Adjustment.
      Whenever
      the number of Warrant Shares or number or kind of securities or other property
      purchasable upon the exercise of this Warrant or the Exercise Price is adjusted,
      the Company shall promptly mail to the Holder of this Warrant a notice setting
      forth the number of Warrant Shares (and other securities or property)
      purchasable upon the exercise of this Warrant and the Exercise Price of such
      Warrant Shares after such adjustment and setting forth the computation of such
      adjustment and a brief statement of the facts requiring such adjustment.


     

    19. Mandatory
      Redemption.
      Notwithstanding anything to the contrary provided herein, this Warrant may
      be
      redeemed by the Company for a payment of $0.001 per Warrant Share upon written
      notice to the Holder within thirty (30) days after the Common Stock has traded
      or is quoted on its Principal Market at a price per share equal to three (3)
      times the then current Exercise Price for twenty (20) consecutive Trading Days
      and such shares are traded at an average daily dollar volume of $250,000
      (average share price times the average volume) during the same twenty (20)
      day
      trading period and the Common Stock for which the Warrant is exercisable is
      subject to an effective registration statement relating to the resale of such
      common stock at the time of the mandatory redemption. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    20. Authorized
      Shares.
      The
      Company covenants that during the period the Warrant is outstanding and
      exercisable, it will reserve from its authorized and unissued Common Stock
      a
      sufficient number of shares to provide for the issuance of the Warrant Shares
      upon the exercise of any and all purchase rights under this Warrant. The Company
      further covenants that its issuance of this Warrant shall constitute full
      authority to its officers who are charged with the duty of executing stock
      certificates to execute and issue the necessary certificates for the Warrant
      Shares upon the exercise of the purchase rights under this Warrant. The Company
      will take all such reasonable action as may be necessary to assure that such
      Warrant Shares may be issued as provided herein without violation of any
      applicable law, regulation, or rule of any applicable market or
      exchange.

     

    21. Compliance
      with Securities Laws.
      (a) The
      Holder hereof acknowledges that the Warrant Shares acquired upon the exercise
      of
      this Warrant, if not registered (or if no exemption from registration exists),
      will have restrictions upon resale imposed by state and federal securities
      laws.
      Each certificate representing the Warrant Shares issued to the Holder upon
      exercise (if not registered, for resale or otherwise, or if no exemption from
      registration exists) will bear substantially the following legend:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
      IN
      RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED,
      TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS.

     

    Without
      limiting the Purchaser’s right to transfer, assign or otherwise convey the
      Warrant or Warrant Shares in compliance with all applicable securities laws,
      the
      Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
      and
      the Warrant Shares to be issued upon exercise hereof are being acquired solely
      for the Purchaser’s own account and not as a nominee for any other party, and
      that the Purchaser will not offer, sell or otherwise dispose of this Warrant
      or
      any Warrant Shares to be issued upon exercise hereof except under circumstances
      that will not result in a violation of applicable federal and state securities
      laws.

     

    22. Miscellaneous.
      

     

    22.1 Issue
      Date; Choice of Law; Venue; Jurisdiction.
      The
      provisions of this Warrant shall be construed and shall be given effect in
      all
      respects as if it had been issued and delivered by the Company on the date
      hereof. This Warrant shall be binding upon any successors or assigns of the
      Company. This Warrant will be construed and enforced in accordance with and
      governed by the laws of the State of New York, except for matters arising under
      the Act, without reference to principles of conflicts of law. Each of the
      parties consents to the exclusive jurisdiction of the Federal and State Courts
      sitting in the County of New York in the State of New York in connection with
      any dispute arising under this Warrant and hereby waives, to the maximum extent
      permitted by law, any objection, including any objection based on forum non conveniens
      or
      venue, to the bringing of any such proceeding in such jurisdiction. EACH PARTY
      HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    22.2 Modification
      and Waiver.
      This
      Warrant and any provisions hereof may be changed, waived, discharged or
      terminated only by an instrument in writing signed by the party against which
      enforcement of the same is sought. Any amendment effected in accordance with
      this paragraph shall be binding upon the Purchaser, each future holder of this
      Warrant and the Company. No waivers of, or exceptions to, any term, condition
      or
      provision of this Warrant, in any one or more instances, shall be deemed to
      be,
      or construed as, a further or continuing waiver of any such term, condition
      or
      provision.

     

    22.3 Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing by facsimile, mail or personal delivery and shall be effective
      upon actual receipt of such notice. The addresses for such communications shall
      be to the addresses as shown on the books of the Company or to the Company
      at
      the address set forth in the Purchase Agreement. A party may from time to time
      change the address to which notices to it are to be delivered or mailed
      hereunder by notice in accordance with the provisions of this Section
      16(c).

     

    22.4 Severability.
      Whenever possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any provision
      of this Warrant is held to be invalid, illegal or unenforceable in any respect
      under any applicable law or rule in any jurisdiction, such invalidity,
      illegality or unenforceability shall not affect the validity, legality or
      enforceability of any other provision of this Warrant in such jurisdiction
      or
      affect the validity, legality or enforceability of any provision in any other
      jurisdiction, but this Warrant shall be reformed, construed and enforced in
      such
      jurisdiction as if such invalid, illegal or unenforceable provision had never
      been contained herein.

     

    22.5 Specific
      Enforcement.
      The
      Company and the Holder acknowledge and agree that irreparable damage would
      occur
      in the event that any of the provisions of this Warrant were not performed
      in
      accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent or cure breaches of the provisions of this Warrant and
      to
      enforce specifically the terms and provisions hereof, this being in addition
      to
      any other remedy to which either of them may be entitled by law or equity.
      

     

    [Signature
      Page Follows]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Schedule
      B

    


    Plan
      of Distribution

    


    We
      will
      not receive any of the proceeds of the sale of the common stock offered by
      this
      prospectus. The common stock may be sold from time to time to
      purchasers:

    


    •     directly
      by the selling stockholders; or

    


    •     through
      broker-dealers or agents who may receive compensation in the form of discounts,
      concessions or commissions from the selling stockholders or the purchasers
      of
      the common stock.

    


    The
      selling stockholders and any broker-dealers or agents who participate in the
      distribution of the common stock may be deemed to be “underwriters” within the
      meaning of the Securities Act. As a result, any profits on the sale of the
      common stock by the selling stockholders and any discounts, commissions or
      concessions received by any such broker-dealers or agents may be deemed to
      be
      underwriting discounts and commissions under the Securities Act. If the selling
      stockholders were deemed to be an underwriter, the selling stockholders may
      be
      subject to statutory liabilities including, but not limited to, those of
      Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange
      Act.

    


    If
      the
      common stock is sold through broker-dealers or agents, the selling stockholders
      will be responsible for agents’ commissions. The common stock may be sold in one
      or more transactions at:

    


    •     fixed
      prices;

    


    •     prevailing
      market prices at the time of sale;

    


    •     prices
      related to the prevailing market prices;

    


    •     varying
      prices determined at the time of sale; or

    


    •     negotiated
      prices.

    


    These
      sales may be effected in transactions:

    


    •     on
      any
      national securities exchange or quotation service on which the common stock
      may
      be listed or quoted at the time of the sale, including the OTC Bulletin
      Board;

    


    •     in
      the
      over-the-counter market;

    


    •     in
      transactions otherwise than on such exchanges or services or in the
      over-the-counter market; or

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    •     through
      the
      writing of options, whether the options are listed on an options exchange or
      otherwise.

    


    These
      transactions may include block transactions or crosses. Crosses are transactions
      in which the same broker acts as an agent on both sides of the
      transaction.

    


    In
      connection with the sales of the common stock or otherwise, the selling
      stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions. These broker-dealers may in turn engage in short sales
      of the common stock in the course of hedging their positions. The selling
      stockholders may also sell the common stock short and deliver the common stock
      to close out short positions, or loan or pledge the underlying common stock
      to
      broker-dealers that, in turn, may sell the common stock.

    


    To
      our
      knowledge, there are currently no plans, arrangements or understandings between
      the selling stockholders and any underwriter, broker-dealer or agent regarding
      the sale of the common stock by the selling stockholders. The selling
      stockholders may decide not to sell all or a portion of the common stock offered
      by it pursuant to this prospectus. In addition, any selling stockholder may
      transfer, devise or give the common stock by other means not described in this
      prospectus. Any common stock covered by this prospectus that qualifies for
      sale
      pursuant to Rule 144 or Rule 144A under the Securities Act, or Regulation S
      under the Securities Act, may be sold under Rule 144 or Rule 144A or Regulation
      S rather than pursuant to this prospectus.

    


    The
      aggregate proceeds to the selling stockholders from the sale of the common
      stock
      offered pursuant to this prospectus will be the purchase price of such common
      stock less discounts and commissions, if any. The selling stockholders reserve
      the right to accept and, together with its agents from time to time, reject,
      in
      whole or part, any proposed purchase of common stock to be made directly or
      through its agents. We will not receive any of the proceeds from this
      offering.

    


    Our
      common stock is traded in the over-the-counter market and is quoted on the
      OTC
      Bulletin Board under the symbol “ICUR”.

    


    The
      selling stockholders and any other persons participating in the distribution
      of
      the common stock will be subject to the Exchange Act and the rules and
      regulations thereunder. The Exchange Act rules include, without limitation,
      Regulation M, which may restrict the ability of any person engaged in the
      distribution of the common stock to engage in market-making activities with
      respect to the common stock being distributed for a period of up to five
      business days prior to the commencement of such distribution. This may affect
      the marketability of the common stock and the ability to engage in market-making
      activities with respect to the common stock.

    


    If
      required with respect to a particular offering of the common stock, the name
      of
      the selling stockholders, the purchase price and public offering prices, the
      names of any agent, dealer or underwriter, and any applicable commissions or
      discounts related to the particular offer will be set forth in an accompanying
      prospectus supplement or, if appropriate, a post-effective amendment to the
      registration statement of which this prospectus is a part.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Under
      the
      Registration Rights Agreement entered into with the selling stockholders on
      December 16, 2005, we agreed to cause the registration statement of which this
      prospectus is a part to be declared effective by not more than six (6)
      months immediately following the effective date of the Company’s registration
      statement on Form SB-2, SEC File No. 333-127193. We are paying all registration
      expenses in connection with the registration statement of which this prospectus
      is a part, exclusive of all underwriting discounts and commissions and transfer
      taxes, if any, and documentary stamp taxes, if any, relating to the disposition
      of the selling stockholder’s shares. We are required to maintain the
      effectiveness of the registration statement for one (1) year and use our best
      efforts to maintain its effectiveness for two (2) years, or such earlier time
      as
      all of the shares of common stock to be offered pursuant to the registration
      statement have been sold.

    


    We
      are
      permitted to prohibit offers and sales of securities pursuant to this prospectus
      under certain circumstances relating to pending corporate developments, public
      filings with the SEC and other material events, subject to certain limitations
      set forth in the Registration Rights Agreement. We also agreed to pay liquidated
      damages to the selling stockholders if the registration statement of which
      this
      prospectus is a part is not timely filed or made effective.

    


    Under
      the
      Registration Rights Agreement, we and the selling stockholders have each agreed
      to indemnify the other against certain liabilities, including certain
      liabilities under the Securities Act, or will be entitled to contribution in
      connection with these liabilities.