Exhibit
        4.1

       

    

    FORM
      OF REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this
      “Agreement”)
      is
      made as of this 26th
      day
      of
      December, 2007, by and between Chatsworth Acquisitions II, Inc., a Delaware
      corporation (the “Company”),
      and
      __________________ (an “Investor”).
      

     

    A. The
      Company has issued a total of _________________ shares (the “Shares”)
      of
      common stock, par value $.001 per share (the “Common
      Stock”)
      to the
      Investor. 

     

    B. As
      partial consideration for the Investor’s purchases of the Shares, the Company
      agreed to grant to the Investor the registration rights set forth herein. Unless
      otherwise provided in this Agreement, capitalized terms used herein shall have
      the respective meanings set forth in Section 12 hereof or that certain
      Confidential Private Placement Memorandum, dated September
      26, 2007.
      

     

    NOW,
      THEREFORE,
      in
      consideration of the above premises and the mutual covenants contained herein
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the Company and the Investor hereby agree as
      follows:

     

    1. Registration.

     

    (a) Demand
      Registration Rights.
      Commencing
      on the date that is thirty (30) days after the date the
      Company completes a business combination with a private company in a reverse
      merger or reverse take-over transaction or other transaction after which the
      Company would cease to be a shell company (as defined in Rule 12b-2 under the
      Securities Exchange Act) (a “Reverse
      Merger”),
      the
      Investor shall
      have a one-time right, by written notice to the Company, signed by the
Investor
      ("Demand
      Notice"),
      to
      request the Company to register for resale all of the Registrable Securities
      included by the Investor in the Demand Notice (“Demand
      Registration Right”)
      under
      and in accordance with the provisions of the Securities Act for an offering
      to
      be made on a continuous basis pursuant to Rule 415 by filing with the Commission
      a Registration Statement covering the resale of such Registrable Securities
      ("Demand
      Registration Statement").
       The Demand Registration Statement required hereunder shall be filed on
      Form S-3 (except if the Company is not then eligible to register for resale
      the
      Registrable Securities on Form S-3, then such Registration Statement will be
      on
      Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing
      Date. The Demand Registration Statement required hereunder shall contain the
      Plan of Distribution, attached hereto as Exhibit
      A
      (which
      may be modified to respond to comments, if any, received by the Commission).
       The Company shall cause the Demand Registration Statement to be declared
      effective under the Securities Act as promptly as possible after the filing
      thereof and shall keep the Demand Registration Statement continuously effective
      under the Securities Act until the earlier of (i) two years after its Effective
      Date, (ii) such time as all of the Registrable Securities covered by such
      Registration Statement have been publicly sold by the Investor,
      or
      (iii) such time as all of the Registrable Securities covered by such
      Registration Statement may be sold by the Investor
      pursuant
      to Rule 144(k) (“Effectiveness
      Period”).
      By
      5:00 p.m. (New York City time) on the business day immediately following the
      Effective Date of such Registration Statement, the Company shall file with
      the
      Commission in accordance with Rule 424 under the Securities Act the final
      Prospectus to be used in connection with sales pursuant to such Registration
      Statement (whether or not such filing is technically required under such Rule).
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Restrictions
      on Demand Registration.
      The
      Company may postpone for up to thirty (30) days the filing or the effectiveness
      of a Demand Registration Statement if the Company reasonably determines that
      such Demand Registration Statement would have a material adverse effect on
      any
      proposal or plan by the Company or any of its subsidiaries to engage in any
      acquisition of assets (other than in the ordinary course of business) or any
      merger, consolidation, tender offer, reorganization or similar transaction;
      provided, however, that in such event, the Investor shall be entitled to
      withdraw his request and, if any such request is withdrawn, such request for
      demand registration shall not count as a request for demand registration under
      Section 1(a) above and the Company shall pay all Registration Expenses in
      connection with such registration. The Company may delay the filing or
      effectiveness of a Demand Registration Statement hereunder only once in any
      twelve-month period.

     

    (c) Continuing
      Demand Registration Rights.
      If all
      of the Registrable Securities to be included in the Demand Registration
      Statement filed pursuant to Section 1(a) cannot be so included due to Commission
      Comments, and there is not an effective Registration Statement otherwise
      covering the Registrable Securities, then the Company shall prepare and file
      by
      the applicable Filing Date for such Registration Statement(s), such number
      of
      additional Registration Statements as may be necessary in order to ensure that
      all Registrable Securities are covered by an existing and effective Registration
      Statement. Accordingly, for example, if shares included in an initial
      Registration Statement filed under Section 1(a) are removed from such
      Registration Statement filed under Section 1(a) due to Commission Comments
      and
      Commission Comments again require shares to be removed for such newly filed
      Registration Statement under this Section 1(c), then the Company will prepare
      and file additional Registration Statements until such time as all such required
      shares are covered by effective Registration Statements. Any Registration
      Statements to be filed under this Section shall be for an offering to be made
      on
      a continuous basis pursuant to Rule 415, on Form S-3 (except if the Company
      is
      not then eligible to register for resale the Registrable Securities on Form
      S-3,
      then such Registration Statement will be on Form S-1, Form SB-2, or such other
      appropriate form). Such Registration Statements shall contain (except if
      otherwise required pursuant to written comments received from the Commission
      upon a review of such Registration Statement) the "Plan of Distribution"
      attached hereto as Exhibit
      A.
      The
      Company shall cause such Registration Statements to be declared effective under
      the Securities Act as promptly as possible after the filing thereof and shall
      keep such Registration Statements continuously effective under the Securities
      Act during the Effectiveness Period. By 5:00 p.m. (New York City time) on the
      business day immediately following the Effective Date of such Registration
      Statement, the Company shall file with the Commission in accordance with Rule
      424 under the Securities Act the final Prospectus to be used in connection
      with
      sales pursuant to such Registration Statement (whether or not such filing is
      technically required under such Rule). 

     

    
      
        
        

      

      
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    (d) Piggyback
      Registrations Rights.
      At any
      time there is not an effective Registration Statement covering the Registrable
      Securities, and the Company shall determine to prepare and file with the
      Commission a Registration Statement relating to an offering for its own account
      or the account of others under the Securities Act of any of its equity
      securities, other than on Form S-4 or Form S-8 (each as promulgated under the
      Securities Act) or their then equivalents relating to equity securities to
      be
      issued solely in connection with any acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans, then the Company shall send to the Investor
      a
      written
      notice of such determination at least twenty (20) days prior to the filing
      of
      any such Registration Statement and shall automatically include in such
      Registration Statement all Registrable Securities for resale and offer on a
      continuous basis pursuant to Rule 415; provided, however, that (i) if, at any
      time after giving written notice of its intention to register any securities
      and
      prior to the effective date of the Registration Statement filed in connection
      with such registration, the Company determines for any reason not to proceed
      with such registration, the Company will be relieved of its obligation to
      register any Registrable Securities in connection with such registration, (ii)
      in case of a determination by the Company to delay registration of its
      securities, the Company will be permitted to delay the registration of
      Registrable Securities for the same period as the delay in registering such
      other securities, (iii) each Investor
      is
      subject to confidentiality obligations with respect to any information gained
      in
      this process or any other material non-public information he, she or it obtains,
      (iv) each Investor
      is
      subject to all applicable laws relating to insider trading or similar
      restrictions; and (v) if all of the Registrable Securities of the Investor
      cannot
      be
      so included due to Commission Comments, then the Company may reduce the number
      of the Investor’s
      Registrable Securities covered by such Registration Statement to the maximum
      number which would enable the Company to conduct such offering in accordance
      with the provisions of Rule 415. 
      The
Investor
      shall be
      entitled to include all Registrable Securities for resale in the Registration
      Statement filed by the Company in connection with a public offering of equity
      securities by the Company after the date of this Agreement (the “Initial
      Registration Statement”),
      pursuant to Rule 415, so long as (1) such shares shall not be included as part
      of the underwritten offering of primary shares by the Company, unless the
      Company and underwriter agree to allow the inclusion of such Registrable Shares
      as part of the underwritten offering and, in such event, the Investor elects
      to
      include the Registrable Securities in the underwriting subject to an allocation
      among all holders of registration rights in the manner set forth in Section
      1(e)
      hereof, (2) the underwriter approves the inclusion of such Registrable
      Securities in such Initial Registration Statement, subject to customary
      underwriter cutbacks applicable to all holders of registration rights, (3)
      the
Investor
      shall
      enter into the underwriters’ form of lockup agreement as and to the extent
      requested by the underwriters, which may require that all of the Registrable
      Securities held by the Investor
      not
      be
      sold or otherwise transferred without the consent of the underwriters for a
      period not to exceed 180 days from the closing of the offering contemplated
      by
      the Initial Registration Statement, and (4) if all of the Registrable Securities
      of the Investor
      cannot
      be
      so included due to Commission Comments, then the Company may reduce the number
      of the
      Investor’s
      Registrable Securities covered by such Registration Statement to the maximum
      number which would enable the Company to conduct such offering in accordance
      with the provisions of Rule 415. The Company shall cause any Registration
      Statement filed under this Section 1(d) to be declared effective under the
      Securities Act as promptly as possible after the filing thereof and shall keep
      such Registration Statement continuously effective under the Securities Act
      during the Effectiveness Period. By 5:00 p.m. (New York City time) on the
      business day immediately following the Effective Date of such Registration
      Statement, the Company shall file with the Commission in accordance with Rule
      424 under the Securities Act the final Prospectus to be used in connection
      with
      sales pursuant to such Registration Statement (whether or not such filing is
      technically required under such Rule).

     

    (e) Cutback
      Provisions.
      In the
      event all of the Registrable Securities of the Investor cannot be included
      in a
      Registration Statement under Sections 1(a), 1(c) or 1(d) hereof due to
      Commission Comments or underwriter cutbacks, then the Company, unless otherwise
      prohibited by the Commission, shall cause the Registrable Securities of the
      Investor to be included in such Registration Statement to be reduced pro rata
      based on the number of registrable securities held by all holders of
      registration rights.

     

    (f) Termination
      of Registration Rights.
      The
      registration rights afforded to the Investor under this Section 1 shall
      terminate on the earliest date when all Registrable Securities of the Investor
      either: (i) have been publicly sold
      by the
Investor
      pursuant
      to a Registration Statement, (ii) have
      been
      covered by an effective Registration Statement which has been effective for
      an
      aggregate period of twelve (12) months (whether or not consecutive), or (iii)
      may
      be
      sold by the Investor
      pursuant
      to Rule 144(k).

     

    
      
        
        

      

      
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    2. Failure
      to Register.

     

    (a) If:
      (i) a
      Registration Statement is not filed on or prior to its Filing Date or (ii)
      the
      Company fails to file with the Commission a request for acceleration of a
      Registration Statement in accordance with Rule 461 promulgated by the Commission
      pursuant to the Securities Act, within five business days of the date that
      the
      Company is notified (orally or in writing, whichever is earlier) by the
      Commission that such Registration Statement will not be “reviewed” or will not
      be subject to further review, or (iii) prior to the effective date of a
      Registration Statement, the Company fails to file a pre-effective amendment
      and
      otherwise respond in writing to comments made by the Commission in respect
      of
      such Registration Statement within 10 business days after the receipt of
      comments by or notice from the Commission that such amendment is required in
      order for such Registration Statement to be declared effective, or (iv) a Demand
      Registration Statement registering for resale the Registrable Securities is
      not
      declared effective by the Commission by the Effectiveness Date of the
      Registration Statement, or (v) all of the Registrable Securities are not
      registered for resale pursuant to one or more effective Registration Statements
      on or before the one year anniversary of the closing of a Reverse Merger or
      (vi)
      after the effective date of a Registration Statement, such Registration
      Statement ceases for any reason to remain continuously effective as to all
      Registrable Securities included in such Registration Statement, or the
Investor
      is
      otherwise not permitted to utilize the Prospectus therein to resell such
      Registrable Securities, for more than 10 consecutive calendar days or more
      than
      an aggregate of 15 calendar days (which need not be consecutive calendar days)
      during any 12-month period (any such failure or breach being referred to as
      an
“Event”,
      and
      for purposes of clause (i), (iv) and (v) the date on which such Event occurs,
      and for purpose of clause (ii) the date on which such five business day period
      is exceeded, and for purpose of clause (iii) the date which such 10 calendar
      day
      period is exceeded, and for purpose of clause (vi) the date on which such 10
      or
      15 calendar day period, as applicable, is exceeded being referred to as
“Event
      Date”),
      then,
      in addition to any other rights the Investor
      may have
      hereunder or under applicable law, on each such Event Date and on each monthly
      anniversary of each such Event Date (if the applicable Event shall not have
      been
      cured by such date) until the applicable Event is cured, the Company shall
      pay
      to the Investor
      an
      amount in cash, as partial liquidated damages and not as a penalty, equal to
      1.5% of the value of such unregistered Registrable Securities as of the date
      of
      the Reverse Merger, as determined by the Board of Directors based on the
      offering price of securities sold by the Company in a securities offering
      consummated simultaneously with the Reverse Merger or, if no securities offering
      shall occur, in good faith by the Board of Directors (the “Value”) for any
      unregistered Registrable Securities then held by such Investor. The parties
      agree that the maximum aggregate liquidated damages payable to the Investor
      under this Agreement shall be 15% of the Value. If the Company fails to pay
      any
      partial liquidated damages pursuant to this Section in full within seven days
      after the date payable, the Company will pay interest thereon at a rate of
      18%
      per annum (or such lesser maximum amount that is permitted to be paid by
      applicable law) to the Investor, accruing daily from the date such partial
      liquidated damages are due until such amounts, plus all such interest thereon,
      are paid in full. The partial liquidated damages pursuant to the terms hereof
      shall apply on a daily pro rata basis for any portion of a month prior to the
      cure of an Event.

     

    (b) If,
      within 12 months after closing of a Reverse Merger, Registration Statements
      covering all of the Registrable Securities are not effective, the Investor
      will
      have the option (the “Repurchase
      Option”),
      at
      any time thereafter, to require the Company to repurchase all of the Investor’s
      Registrable Securities for the Repurchase Price (defined hereafter) or
      some
      lesser portion of the Investor’s Registrable Securities for a pro-rata portion
      of the Repurchase Price. To exercise the Repurchase Option, the Investor shall
      (i) provide written notice to the Company at any time after the 12-month
      anniversary of the closing of a Reverse Merger, where such notice shall include
      (a) the number of Registrable Securities the Investor desires to be repurchased
      by the Company, (b) the Repurchase Price of such Registrable Securities and
      (c)
      instructions as to how the Company shall render payment of the Repurchase Price
      (the “Repurchase
      Notice”)
      and
      (ii) surrender the original certificates representing the number of Registrable
      Securities to be repurchased, duly endorsed for transfer. Upon receipt of the
      Repurchase Notice and original Registrable Securities from the Investor, the
      Company shall, within 7 business days, deliver the Repurchase Price, as per
      the
      instructions in the Repurchase Notice, to the Investor and cancel the original
      certificates representing the Registrable Securities on the books and records
      of
      the Company. The “Repurchase
      Price”
shall
      be equal to the Value. No such repurchase shall be applicable if the Investor
      is
      able to publicly sell their Registrable Securities under an applicable exemption
      from registration, without volume or manner of sale limitations.

     

    
      
        
        

      

      
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    3. Registration
      Procedures.
      Whenever any Registrable Securities are to be registered pursuant to this
      Agreement, the Company shall use its best efforts to effect the registration
      and
      sale of such Registrable Securities in accordance with the intended method
      of
      disposition thereof, and pursuant thereto the Company shall have the following
      obligations:

     

    (a) The
      Company shall prepare and file with the Commission a Registration Statement
      with
      respect to such Registrable Securities and use its best efforts to cause such
      Registration Statement to become effective.

     

    (b) The
      Company shall prepare and file with the Commission such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      Prospectus used in connection with such Registration Statement, which Prospectus
      is to be filed pursuant to Rule 424 promulgated under the Securities Act, as
      may
      be necessary to keep such Registration Statement effective at all times during
      the Effectiveness Period, and, during such period, comply with the provisions
      of
      the Securities Act with respect to the disposition of all Registrable Securities
      of the Company covered by such Registration Statement until such time as all
      of
      such Registrable Securities shall have been disposed of in accordance with
      the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      such Registration Statement. In the case of amendments and supplements to a
      Registration Statement which are required to be filed pursuant to this Agreement
      by reason of the Company filing a report on Form 10-QSB, Form 10-KSB, Form
      10-Q,
      Form 10-K or any analogous report under the Securities Exchange Act, the Company
      shall have incorporated such report by reference into such Registration
      Statement, if applicable, or shall file such amendments or supplements with
      the
      Commission on the same day on which the Securities Exchange Act report is filed
      which created the requirement for the Company to amend or supplement such
      Registration Statement. 

     

    (c) The
      Company shall furnish to each seller of Registrable Securities in any
      Registration Statement, without charge, (i) promptly after the same is prepared
      and filed with the Commission at least one copy of such Registration Statement
      and any amendment(s) thereto, including financial statements and schedules,
      all
      documents incorporated therein by reference, if requested by such seller, all
      exhibits and each preliminary Prospectus, (ii) upon the effectiveness of any
      Registration Statement, ten (10) copies of the Prospectus included in such
      Registration Statement and all amendments and supplements thereto (or such
      other
      number of copies as such seller may reasonably request) and (iii) such other
      documents, including copies of any preliminary or final Prospectus, as such
      seller may reasonably request from time to time in order to facilitate the
      disposition of the Registrable Securities owned by such seller.

     

    (d) The
      Company shall use its best efforts to (i) register and qualify, unless an
      exemption from registration and qualification applies, the resale by any seller
      of the Registrable Securities covered by a Registration Statement under such
      other securities or "blue sky" laws of all applicable jurisdictions in the
      United States, (ii) prepare and file in those jurisdictions, such amendments
      (including post-effective amendments) and supplements to such registrations
      and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Effectiveness Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Effectiveness Period, and (iv) take all other actions reasonably necessary
      or
      advisable to qualify the Registrable Securities for sale in such jurisdictions;
      provided, however, that the Company shall not be required in connection
      therewith or as a condition thereto to (x) qualify to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
      or (z) file a general consent to service of process in any such jurisdiction.
      

     

    
      
        
        

      

      
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    (e) The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of Registrable Securities for sale in any
      jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify the Investor
      of any
      Registrable Securities being sold of the issuance of such order and the
      resolution thereof or its receipt of actual notice of the initiation or threat
      of any proceeding for such purpose. 

     

    (f) The
      Company shall notify the Investor
      in
      writing of the happening of any event, as promptly as practicable after becoming
      aware of such event, as a result of which the Prospectus included in a
      Registration Statement, as then in effect, includes an untrue statement of
      a
      material fact or omission to state a material fact required to be stated therein
      or necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading (provided that in no event shall
      such
      notice contain any material, nonpublic information), and, subject to Section
      3(r), promptly prepare a supplement or amendment to such Registration Statement
      to correct such untrue statement or omission, and deliver ten (10) copies of
      such supplement or amendment to the Investor
      (or such
      other number of copies as the Investor
      may
      reasonably request). 

     

    (g) The
      Company shall promptly notify the Investor
      in
      writing (i) when a Prospectus or any Prospectus supplement or post-effective
      amendment has been filed, and when a Registration Statement or any
      post-effective amendment has become effective (notification of such
      effectiveness shall be delivered to the Investor
      by
      facsimile on the same day of such effectiveness and by overnight mail), (ii)
      of
      any request by the Commission for amendments or supplements to a Registration
      Statement or related Prospectus or related information, and (iii) of the
      Company's reasonable determination that a post-effective amendment to a
      Registration Statement would be appropriate.

     

    (h) If
      the
      Investor is required under applicable securities laws to be described in a
      Registration Statement as an underwriter, at the reasonable request of any
      Investor,
      the
      Company shall furnish to the Investor, on the date of the effectiveness of
      such
      Registration Statement and thereafter from time to time on such dates as the
      Investor may reasonably request (i) a letter, dated such date, from the
      Company's independent certified public accountants in form and substance as
      is
      customarily given by independent certified public accountants to underwriters
      in
      an underwritten public offering, addressed to the Investor,
      and
      (ii) an opinion, dated as of such date, of counsel representing the Company
      for
      purposes of such Registration Statement, in form, scope and substance as is
      customarily given in an underwritten public offering, addressed to the
      Investor.

     

    (i) If
      the
      Investor is required under applicable securities laws to be described in a
      Registration Statement as an underwriter, then at the request of the Investor
      in
      connection with such Investor’s due diligence requirements, the Company shall
      make available for inspection by (i) the Investor, (ii) the Investor’s legal
      counsel, and (iii) one firm of accountants or other agents retained by the
      Investor (collectively, the "Inspectors"),
      all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company (collectively, the "Records"),
      as
      shall be reasonably deemed necessary by each Inspector, and cause the Company's
      officers, directors and employees to supply all information which any Inspector
      may reasonably request; provided, however, that each Inspector shall agree
      to
      hold in strict confidence and shall not make any disclosure (except to the
      Investor)
      or use
      of any Record or other information which the Company determines in good faith
      to
      be confidential, and of which determination the Inspectors are so notified,
      unless (a) the disclosure of such Records is necessary to avoid or correct
      a
      misstatement or omission in any Registration Statement or is otherwise required
      under the Securities Act, (b) the release of such Records is ordered pursuant
      to
      a final, non-appealable subpoena or order from a court or government body of
      competent jurisdiction, or (c) the information in such Records has been made
      generally available to the public other than by disclosure in violation of
      this
      or any other agreement of which the Inspector has knowledge. The Investor agrees
      that it shall, upon learning that disclosure of such Records is sought in or
      by
      a court or governmental body of competent jurisdiction or through other means,
      give prompt notice to the Company and allow the Company, at its expense, to
      undertake appropriate action to prevent disclosure of, or to obtain a protective
      order for, the Records deemed confidential. Nothing herein (or in any other
      confidentiality agreement between the Company and the Investor) shall be deemed
      to limit the Investor’s ability to sell Registrable Securities in a manner which
      is otherwise consistent with applicable laws and regulations.

     

    
      
        
        

      

      
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    (j)The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement. The Company agrees that it shall, upon learning that disclosure
      of
      such information concerning the Investor
      is
      sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt written notice to the Investor
      and
      allow the Investor, at the Investor’s expense, to undertake appropriate action
      to prevent disclosure of, or to obtain a protective order for, such
      information.

     

    (k)The
      Company shall use its best efforts either to (i) cause all of the Registrable
      Securities covered by a Registration Statement to be listed on each securities
      exchange on which securities of the same class or series issued by the Company
      are then listed, if any, if the listing of such Registrable Securities is then
      permitted under the rules of such exchange, or (ii) secure designation and
      quotation of all of the Registrable Securities covered by a Registration
      Statement on The NASDAQ Global Market, The NASDAQ Capital Market or the American
      Stock Exchange, or (iii) if, despite the Company's best efforts to satisfy,
      the
      preceding clauses (i) and (ii) the Company is unsuccessful in satisfying the
      preceding clauses (i) and (ii), to secure the inclusion for quotation on the
      Over-the-Counter Bulletin Board for such Registrable Securities and, without
      limiting the generality of the foregoing, to use its best efforts to arrange
      for
      at least two market makers to register with the National Association of
      Securities Dealers, Inc. ("NASD")
      as
      such with respect to such Registrable Securities. The Company shall pay all
      fees
      and expenses in connection with satisfying its obligation under this Section
      3(k).

     

    (l)The
      Company shall cooperate with the Investor who holds Registrable Securities
      being
      offered and, to the extent applicable, facilitate the timely preparation and
      delivery of certificates (not bearing any restrictive legend) representing
      the
      Registrable Securities to be offered pursuant to a Registration Statement and
      enable such certificates to be in such denominations or amounts, as the case
      may
      be, as the Investor may reasonably request and registered in such names as
      the
      Investor may request.

     

    (m)If
      requested by the Investor, the Company shall (i) as soon as practicable
      incorporate in a Prospectus supplement or post-effective amendment such
      information as the Investor reasonably requests to be included therein relating
      to the sale and distribution of Registrable Securities, including, without
      limitation, information with respect to the number of Registrable Securities
      being offered or sold, the purchase price being paid therefor and any other
      terms of the offering of the Registrable Securities to be sold in such offering;
      (ii) as soon as practicable make all required filings of such Prospectus
      supplement or post-effective amendment after being notified of the matters
      to be
      incorporated in such Prospectus supplement or post-effective amendment; and
      (iii) as soon as practicable, supplement or make amendments to any Registration
      Statement if reasonably requested by the Investor holding any Registrable
      Securities.

     

    (n)The
      Company shall use its best efforts to cause the Registrable Securities covered
      by a Registration Statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to consummate the
      disposition of such Registrable Securities.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (o)The
      Company shall make generally available to its security holders as soon as
      practical, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with, and in the
      manner provided by, the provisions of Rule 158 under the Securities Act)
      covering a twelve-month period beginning not later than the first day of the
      Company's fiscal quarter next following the effective date of a Registration
      Statement.

     

    (p)The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the Commission in connection with any registration
      hereunder.

     

    (q)Within
      two (2) business days after a Registration Statement which covers Registrable
      Securities is ordered effective by the Commission, the Company shall deliver,
      and shall cause legal counsel for the Company to deliver, to the transfer agent
      for such Registrable Securities (with copies to the Investor whose Registrable
      Securities are included in such Registration Statement) confirmation that such
      Registration Statement has been declared effective by the Commission in the
      form
      attached hereto as Exhibit
      B
      and the
      Irrevocable Transfer Agent Instructions in the form attached hereto as
Exhibit
      C.

     

    (r)Notwithstanding
      anything to the contrary herein, at any time after the Effective Date of a
      Registration Statement, the Company may delay the disclosure of material,
      non-public information concerning the Company the disclosure of which at the
      time is not, in the good faith opinion of the Board of Directors of the Company
      and its counsel, in the best interest of the Company and, in the opinion of
      counsel to the Company, otherwise required (a "Grace
      Period");
      provided, that the Company shall promptly (i) notify the Investor in writing
      of
      the existence of material, non-public information giving rise to a Grace Period
      (provided that in each notice the Company will not disclose the content of
      such
      material, non-public information to the Investor) and the date on which the
      Grace Period will begin, and (ii) notify the Investor
      in
      writing of the date on which the Grace Period ends; and, provided further,
      that
      no Grace Period shall exceed five (5) consecutive days and during any three
      hundred sixty five (365) day period such Grace Periods shall not exceed an
      aggregate of twenty (20) days and the first day of any Grace Period must be
      at
      least five (5) trading days after the last day of any prior Grace Period (each,
      an "Allowable
      Grace Period").
      For
      purposes of determining the length of a Grace Period above, the Grace Period
      shall begin on and include the date the Investor receives the notice referred
      to
      in clause (i) and shall end on and include the later of the date the Investor
      receives the notice referred to in clause (ii) and the date referred to in
      such
      notice. The provisions of Section 3(e) hereof shall not be applicable during
      the
      period of any Allowable Grace Period. Upon expiration of the Grace Period,
      the
      Company shall again be bound by Section 3(f) with respect to the information
      giving rise thereto unless such material, non-public information is no longer
      applicable. Notwithstanding anything to the contrary, the Company shall cause
      its transfer agent to deliver unlegended shares of Common Stock to a transferee
      of the Investor in connection with any sale of Registrable Securities with
      respect to which the Investor has entered into a contract for sale, and
      delivered a copy of the Prospectus included as part of the applicable
      Registration Statement (unless an exemption from such Prospectus delivery
      requirements exists), prior to the Investor’s receipt of the notice of a Grace
      Period and for which the Investor has not yet settled. 

     

    4. Obligations
      of the Investor.
      

     

    (a) At
      least
      five (5) business days prior to the first anticipated filing date of a
      Registration Statement, the Company shall notify the Investor in writing of
      the
      information the Company requires from the Investor if the Investor’s Registrable
      Securities are to be included in such Registration Statement. It shall be a
      condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of the Investor that the Investor shall furnish to the Company such
      information regarding itself, the Registrable Securities held by it and the
      intended method of disposition of the Registrable Securities held by it as
      shall
      be reasonably required to effect the effectiveness of the registration of such
      Registrable Securities and shall execute such documents in connection with
      such
      registration as the Company may reasonably request.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (b) The
      Investor, by acceptance of the Registrable Securities, agrees to cooperate
      with
      the Company as reasonably requested by the Company in connection with the
      preparation and filing of any Registration Statement hereunder, unless the
      Investor has notified the Company in writing of the Investor’s election to
      exclude all of the Investor’s Registrable Securities from such Registration
      Statement.

     

    (c) The
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Sections 3(e) or 3(f), the
      Investor will immediately discontinue disposition of Registrable Securities
      pursuant to any Registration Statement(s) covering such Registrable Securities
      until the Investor’s receipt of the copies of the supplemented or amended
      Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that
      no
      supplement or amendment is required. Notwithstanding anything to the contrary,
      the Company shall cause its transfer agent to deliver unlegended shares of
      Common Stock to a transferee of the Investor in connection with any sale of
      Registrable Securities with respect to which the Investor has entered into
      a
      contract for sale prior to the Investor’s receipt of a notice from the Company
      of the happening of any event of the kind described in Sections 3(e) or 3(f)
      and
      for which the Investor has not yet settled.

     

    (d) The
      Investor
      covenants
      and agrees that he will comply with the Prospectus delivery requirements of
      the
      Securities Act as applicable to it or an exemption therefrom in connection
      with
      sales of Registrable
      Securities pursuant to a Registration Statement.

     

    5. Registration
      Expenses.
      All
      expenses incident to the Company’s performance of or compliance with this
      Agreement, including without limitation all registration and filing fees, fees
      and expenses of compliance with securities or blue sky laws, printing expenses,
      messenger and delivery expenses, fees and disbursements of custodians, and
      fees
      and disbursements of counsel for the Company and one counsel for the holders
      of
      Registrable Securities and all independent certified public accountants,
      underwriters (excluding discounts, commissions and placement agent fees) and
      other Persons retained by the Company (all such expenses being herein called
      “Registration
      Expenses”),
      shall
      be borne by the Company. Further, the Company shall pay its internal expenses
      (including, without limitation, all salaries and expenses of its officers and
      employees performing legal or accounting duties), the expense of any annual
      audit or quarterly review, the expense of any liability insurance 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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    6. Indemnification.

     

    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

     

    (a)To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend the Investor,
      the
      directors, officers, members, partners, employees, agents, representatives
      of,
      and each Person, if any, who controls the Investor
      within
      the meaning of the Securities Act or the Securities Exchange Act (each, an
      "Indemnified
      Person"),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys' fees, amounts paid in settlement or
      expenses, joint or several, (collectively, "Claims")
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the Commission, whether pending or threatened, whether or not an
      indemnified party is or may be a party thereto ("Indemnified
      Damages"),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in a Registration Statement or any post-effective amendment
      thereto or in any filing made in connection with the qualification of the
      offering under the securities or other "blue sky" laws of any jurisdiction
      in
      which Registrable Securities are offered ("Blue
      Sky Filing"),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, (ii) any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      preliminary Prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final Prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the
      Commission) or the omission or alleged omission to state therein any material
      fact necessary to make the statements made therein, in the light of the
      circumstances under which the statements therein were made, not misleading,
      (iii) any violation or alleged violation by the Company of the Securities Act
      or
      the Securities Exchange Act, any other law, including, without limitation,
      any
      state securities law, or any rule or regulation thereunder relating to the
      offer
      or sale of the Registrable Securities pursuant to a Registration Statement
      or
      (iv) any violation of this Agreement (the matters in the foregoing clauses
      (i)
      through (iv) being, collectively, "Violations").
      Subject to Section 6(c), the Company shall reimburse the Indemnified Persons,
      promptly as such expenses are incurred and are due and payable, for any legal
      fees or other reasonable expenses incurred by them in connection with
      investigating or defending any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
      out of or based upon a Violation which occurs in reliance upon and in conformity
      with information furnished in writing to the Company by such Indemnified Person
      for such Indemnified Person expressly for use in connection with the preparation
      of the Registration Statement or any such amendment thereof or supplement
      thereto, if such Prospectus was timely made available by the Company pursuant
      to
      Section 3(c) and (ii) shall not be available to the extent such Claim is based
      on a failure of the Investor
      to
      deliver or to cause to be delivered the Prospectus made available by the
      Company, including a corrected Prospectus, if such Prospectus or corrected
      Prospectus was timely made available by the Company pursuant to Section 3(c);
      and (iv) shall not apply to amounts paid in settlement of any Claim if such
      settlement is effected without the prior written consent of the Company, which
      consent shall not be unreasonably withheld or delayed. Such indemnity shall
      remain in full force and effect regardless of any investigation made by or
      on
      behalf of the Indemnified Person and shall survive the transfer of the
      Registrable Securities by the Investor
      pursuant
      to Section 10.

     

    (b)In
      connection with any Registration Statement in which the Investor
      is
      participating, the Investor
      agrees
      to indemnify, hold harmless and defend, to the same extent and in the same
      manner as is set forth in Section 6(a), the Company, each of its directors,
      each
      of its officers who signs the Registration Statement and each Person, if any,
      who controls the Company within the meaning of the Securities Act or the
      Securities Exchange Act (each, an "Indemnified
      Party"),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the Securities Act or the Securities Exchange Act or otherwise,
      insofar as such Claim or Indemnified Damages arise out of or are based upon
      any
      Violation, in each case to the extent, and only to the extent, that such
      Violation occurs in reliance upon and in conformity with written information
      furnished to the Company by the Investor
      expressly for use in connection with such Registration Statement; and, subject
      to Section 6(c), the Investor
      will
      reimburse any legal or other expenses reasonably incurred by an Indemnified
      Party in connection with investigating or defending any such Claim; provided,
      however, that the indemnity agreement contained in this Section 6(b) and the
      agreement with respect to contribution contained in Section 7 shall not apply
      to
      amounts paid in settlement of any Claim if such settlement is effected without
      the prior written consent of the Investor,
      which
      consent shall not be unreasonably withheld or delayed; provided, further,
      however, that the Investor
      shall be
      liable under this Section 6(b) for only that amount of a Claim or Indemnified
      Damages as does not exceed the net proceeds to the Investor
      as a
      result of the sale of Registrable Securities pursuant to such Registration
      Statement. Such indemnity shall remain in full force and effect regardless
      of
      any investigation made by or on behalf of such Indemnified Party and shall
      survive the transfer of the Registrable Securities by the Investor
      pursuant
      to Section 10.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (c)Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses of
      not
      more than one counsel for such Indemnified Person or Indemnified Party to be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding. The Indemnified Party or Indemnified Person shall
      cooperate fully with the indemnifying party in connection with any negotiation
      or defense of any such action or Claim by the indemnifying party and shall
      furnish to the indemnifying party all information reasonably available to the
      Indemnified Party or Indemnified Person which relates to such action or Claim.
      The indemnifying party shall keep the Indemnified Party or Indemnified Person
      reasonably apprised at all times as to the status of the defense or any
      settlement negotiations with respect thereto. No indemnifying party shall be
      liable for any settlement of any action, claim or proceeding effected without
      its prior written consent, provided, however, that the indemnifying party shall
      not unreasonably withhold, delay or condition its consent. No indemnifying
      party
      shall, without the prior written consent of the Indemnified Party or Indemnified
      Person, consent to entry of any judgment or enter into any settlement or other
      compromise which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such Indemnified Party or Indemnified Person of
      a
      release from all liability in respect to such Claim or litigation, and such
      settlement shall not include any admission as to fault on the part of the
      Indemnified Party. Following indemnification as provided for hereunder, the
      indemnifying party shall be subrogated to all rights of the Indemnified Party
      or
      Indemnified Person with respect to all third parties, firms or corporations
      relating to the matter for which indemnification has been made. The failure
      to
      deliver written notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action shall not relieve such indemnifying party of
      any
      liability to the Indemnified Person or Indemnified Party under this Section
      6,
      except to the extent that the indemnifying party is prejudiced in its ability
      to
      defend such action.

     

    (d)The
      indemnification required by this Section 6 shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills are received or Indemnified Damages are incurred.

     

    (e) The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the Indemnified Party or Indemnified Person against
      the indemnifying party or others, and (ii) any liabilities the indemnifying
      party may be subject to pursuant to the law. 

     

    7. Contribution.
      To the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that: (i) no Person involved
      in the sale of Registrable Securities which Person is guilty of fraudulent
      misrepresentation (within the meaning of Section 10(f) of the Securities Act)
      in
      connection with such sale shall be entitled to contribution from any Person
      involved in such sale of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (ii) contribution by any seller of Registrable Securities
      shall be limited in amount to the net amount of proceeds received by such seller
      from the sale of such Registrable Securities pursuant to such Registration
      Statement

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    8. Participation
      in Underwritten Registrations.
      No
      Person may participate in any registration hereunder which is underwritten
      or
      sold through a placement agent unless such Person (i) agrees to sell such
      Person’s securities on the basis provided in any underwriting or placement
      agency arrangements approved by the Company, and (ii) completes and executes
      all
      questionnaires, powers of attorney, indemnities, underwriting or placement
      agency agreements and other documents required under the terms of such
      underwriting or placement agency arrangements.

     

    9. Reports
      under Securities Exchange Act.
      With a
      view to making available to the Investor
      the
      benefits of Rule 144 promulgated under the Securities Act or any other similar
      rule or regulation of the Commission that may at any time permit the
Investor
      to sell
      securities of the Company to the public without registration ("Rule
      144"),
      commencing not later than the completion of the Reverse Merger the Company
      agrees to: 

     

    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    (b) file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Securities Exchange Act so long
      as
      the Company remains subject to such requirements and the filing of such reports
      and other documents is required for the applicable provisions of Rule 144;
      and

     

    (c) furnish
      to the
      Investor
      so long
      as the Investor
      owns
      Registrable Securities, promptly upon request, (i) a written statement by the
      Company, if true, that it has complied with the reporting requirements of Rule
      144, the Securities Act and the Securities Exchange Act, (ii) a copy of the
      most
      recent annual or quarterly report of the Company and such other reports and
      documents so filed by the Company, and (iii) such other information as may
      be
      reasonably requested to permit the Investor
      to sell
      such securities pursuant to Rule 144 without registration.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    10. Assignment
      of Registration Rights.
      The
      rights under this Agreement shall be automatically assignable by the
Investor
      to any
      transferee of all or any portion of the Investor’s
      Registrable Securities if: (i) the Investor
      agrees
      in writing with the transferee or assignee to assign such rights, and a copy
      of
      such agreement is furnished to the Company within a reasonable time after such
      assignment; (ii) the Company is, within a reasonable time after such transfer
      or
      assignment, furnished with written notice of (a) the name and address of such
      transferee or assignee, and (b) the securities with respect to which such
      registration rights are being transferred or assigned; (iii) immediately
      following such transfer or assignment the further disposition of such securities
      by the transferee or assignee is restricted under the Securities Act and
      applicable state securities laws; and (iv) at or before the time the Company
      receives the written notice contemplated by clause (ii) of this sentence the
      transferee or assignee agrees in writing with the Company to be bound by all
      of
      the provisions contained herein. 

     

    11. Amendment
      of Registration Rights.
      Provisions of this Agreement may be amended and the observance thereof may
      be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and the
Investor.
      

     

    12. Definitions.

     

    (a) “Commission”
means
      the Securities and Exchange Commission.

     

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

     

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

     

    (d) “Filing
      Date”
means
      (a) with respect to the Registration Statement required to be filed under
      Section 1(a), the 30th day following the receipt by the Company of the Demand
      Notice, and (b) with respect to any Registration Statements required to be
      filed
      under Section 1(c), each such Registration Statement shall be filed by the
      six-month anniversary of the Effective Date of the Registration Statement
      required to be filed under Section 1(a) and for all subsequent Registration
      Statements, the six-month anniversary of the Effective Date of the immediately
      preceding Registration Statement required to be filed under Section 1(c), as
      applicable. 

     

    (e) “Person”
means
      an individual, a partnership, a limited liability company, a corporation, an
      association, a joint stock company, a trust, a joint venture, an unincorporated
      organization and a governmental entity or any department, agency or political
      subdivision thereof. 

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (g) “Registrable
      Securities”
means
      (i) the Shares issued to the Investor
      and held
      by the Investor
      or its
      assignees, (ii) any shares of Common Stock issued to the Investor
      (whether
      issued before or after the date hereof) and held by the Investor
      or its
      assignees, (iii) any Common Stock issuable upon conversion of any securities
      convertible into shares of Common Stock (including the Preferred Shares) or
      upon
      exercise of any warrants, options or similar instruments (whether such
      convertible securities, warrants, options or similar instruments are issued
      before or after the date hereof), and (iv) any other shares of Common Stock
      or
      any other securities issued or issuable with respect to the securities referred
      to in clause (i), (ii) or (iii) by way of a stock dividend or stock split or
      in
      connection with an exchange or combination of shares, recapitalization, merger,
      consolidation or other reorganization. 

     

    (h) "Registration
      Statement"
      means
      any registration statement required to be filed hereunder (which, at the
      Company’s option, may be an existing registration statement of the Company
      previously filed with the Commission, but not declared effective), including
      (in
      each case) the Prospectus, amendments and supplements to the Registration
      Statement or Prospectus, including pre- and post-effective amendments, all
      exhibits thereto, and all material incorporated by reference or deemed to be
      incorporated by reference in the Registration Statement 

     

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

     

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

     

    (k) “Securities
      Act”
means
      the Securities Act of 1933, as amended from time to time.

     

    (l) “Securities
      Exchange Act”
means
      the Securities Exchange Act of 1934, as amended from time to time.

     

    13. Miscellaneous.

     

    (a) A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two or more Persons with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from such record owner of such
      Registrable Securities.

     

    (b) Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one business day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    If
      to the
      Company:

     

    Chatsworth
      Acquisitions II, Inc.

    c/o
      DAS
      Consulting LLC

    56
      Pine
      Street, #1F

    New
      York,
      NY 10005

    Telephone:
      (212) 750-3355

    Facsimile:
      (212) 504-3045

    Attention:
      Deborah A. Salerno, President

    


    and

    


    If
      to the
Investor,
      to the
      addresses set forth on the signature page hereof.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    or
      to
      such other address and/or facsimile number and/or to the attention of such
      other
      Person as the recipient party has specified by written notice given to each
      other party five (5) days prior to the effectiveness of such change. Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by
      the sender's facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission or (C) provided
      by a
      courier or overnight courier service shall be rebuttable evidence of personal
      service, receipt by facsimile or receipt from a nationally recognized overnight
      delivery service in accordance with clause (i), (ii) or (iii) above,
      respectively.

     

    (c) Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    (d) All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of
      Delaware, without giving effect to any choice of law or conflict of law
      provision or rule (whether of the State of Delaware or other jurisdictions)
      that
      would cause the application of the laws of any jurisdictions other than the
      State of Delaware. Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the State of Colorado,
      for the adjudication of any dispute hereunder or in connection herewith or
      with
      any transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof to
      such
      party at the address for such notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. If any provision of this
      Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
      or unenforceability shall not affect the validity or enforceability of the
      remainder of this Agreement in that jurisdiction or the validity or
      enforceability of any provision of this Agreement in any other jurisdiction.
      If
      any
      action or proceeding relating to this Agreement or the enforcement of any
      provision of this Agreement is brought against any party hereto, the prevailing
      party shall be entitled to recover reasonable attorneys’ fees, costs and
      disbursements in addition to any other relief to which the prevailing party
      may
      be entitled.

    


    (e) This
      Agreement and the instruments referenced herein and therein constitute the
      entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and therein.
      This
      Agreement and the instruments referenced herein and therein supersede all prior
      agreements and understandings among the parties hereto with respect to the
      subject matter hereof and thereof.

    


    (f) Subject
      to the requirements of Section 10, this Agreement shall inure to the benefit
      of
      and be binding upon the permitted successors and assigns of each of the parties
      hereto.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


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

     

    (h) This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement. This Agreement may also
      be
      executed by electronic signature of such Person.

     

    (i) Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    (j) All
      consents and other determinations required to be made by the Investor
      pursuant
      to this Agreement shall be made, unless otherwise specified in this Agreement,
      by the Investor.

     

    (k) The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party. 

     

    (l) This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    (m) The
      obligations of the Investor
      hereunder are several and not joint with the obligations of any other
Investor,
      and no
      provision of this Agreement is intended to confer any obligations on a
Investor
      vis-à-vis any other Investor.
      Nothing
      contained herein, and no action taken by any Investor
      pursuant
      hereto, shall be deemed to constitute the Investor
      as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Investor
      are in
      any way acting in concert or as a group with respect to such obligations or
      the
      transactions contemplated herein.

     

    (n) Currency.
      As used
      herein, "Dollar", "US Dollar" and "$" each mean the lawful money of the United
      States.

     

    *
      * * * *
      *



    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


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

     

    
      	
              INVESTOR:

            
	 	 
	
              By:

            	
               
                

            
	
              Name:

            	 


    

     

    
      	
              Address:

            	 

	 

	 

	 
	
              COMPANY:

            
	 
	
              CHATSWORTH
                ACQUISITIONS II, INC.

            
	 	 
	
              By:

            	
              /s/
                Deborah A. Salerno

            
	
              Name:

            	
              Deborah
                A. Salerno

            
	
              Title:

            	
              President

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A

     

    Plan
      of Distribution

     

    The
      Selling Stockholders and any of their pledgees, donees, transferees, assignees
      and successors-in-interest may, from time to time, sell any or all of their
      shares of Common Stock on any stock exchange, market or trading facility on
      which the shares are traded or in private transactions. These sales may be
      at
      fixed or negotiated prices. The Selling Stockholders may use any one or more
      of
      the following methods when selling shares:

     

    
      	
              -

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

            


    

     

    
      	
              -

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

            


    

     

    
      	
              -

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

            


    

     

    
      	
              -

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

            


    

     

    
      	
              -

            	
              privately
                negotiated transactions;

            


    

     

    
      	
              -

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

            


    

     

    
      	
              -

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

            


    

     

    
      	
              -

            	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	
              -

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act, if available, rather than under this prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. The
      Selling Stockholders do not expect these commissions and discounts to exceed
      what is customary in the types of transactions involved.

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


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

     

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

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Discounts, concessions, commissions and
      similar selling expenses, if any, that can be attributed to the sale of the
      securities will be paid by the Selling Stockholder and/or the purchasers. Each
      Selling Stockholder has represented and warranted to the Company that it
      acquired the securities subject to this registration statement in the ordinary
      course of such Selling Stockholder's business and, at the time of its purchase
      of such securities such Selling Stockholder had no agreements or understandings,
      directly or indirectly, with any person to distribute any such
      securities.

     

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

     

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


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    [Transfer
      Agent]

    [Address]

    Attention:
      

    


    Re:     
       ___________________
      (“Company”)

     

    Ladies
      and Gentlemen:

     

    [We
      are][I am] counsel to _________, a _________ corporation (the "Company"), and
      have represented the Company in connection with that certain Registration Rights
      Agreement with _____________ (the “Holder”) (the "Registration Rights
      Agreement") pursuant to which the Company agreed, among other things, to
      register the Registrable Securities (as defined in the Registration Rights
      Agreement), under the Securities Act of 1933, as amended (the "1933 Act").
      In
      connection with the Company's obligations under the Registration Rights
      Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
      on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with
      the Securities and Exchange Commission (the "SEC") relating to the Registrable
      Securities which names the Holder as a selling stockholder
      thereunder.

     

    In
      connection with the foregoing, [we][I] advise you that a member of the SEC's
      staff has advised [us][me] by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at [ENTER
      TIME
      OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no
      knowledge, after telephonic inquiry of a member of the SEC's staff, that any
      stop order suspending its effectiveness has been issued or that any proceedings
      for that purpose are pending before, or threatened by, the SEC and the
      Registrable Securities are available for resale under the 1933 Act pursuant
      to
      the Registration Statement.

     

    This
      letter shall serve as our standing instruction to you that the shares of Common
      Stock are freely transferable by the Holder pursuant to the Registration
      Statement. You need not require further letters from us to effect any future
      legend-free issuance or reissuance of shares of Common Stock to the Holders
      as
      contemplated by the Company's Irrevocable Transfer Agent Instructions dated
      ___________, 200_. 

     

    Very
      truly yours,


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    IRREVOCABLE
      TRANSFER AGENT INSTRUCTIONS

    


    _______________,
      2007

     

    [Addressed
      to Transfer Agent]

    _______________________

    _______________________

    


    


    Attention:      
       [________________________]

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Registration Rights Agreement, dated as of
      _________________, 2007 (the "Agreement"),
      by
      and among ______________, a _____________ corporation (the "Company"),
      and
      _________________________ (the "Holder"),
      pursuant to which the Company is obligated to register the Holders shares (the
      "Common
      Shares")
      of
      Common Stock of the Company, par value $______ per share (the "Common
      Stock").

     

    This
      letter shall serve as our irrevocable authorization and direction to you
      (provided that you are the transfer agent of the Company at such time) to issue
      shares of Common Stock upon transfer or resale of the Common Shares.


     

    You
      acknowledge and agree that so long as you have previously received (a) written
      confirmation from the Company's legal
      counsel that either (i) a registration statement covering resales of the Common
      Shares has been declared effective by the Securities and Exchange Commission
      (the "SEC")
      under
      the Securities Act of 1933, as amended (the "1933
      Act"),
      or
      (ii) sales of the Common Shares may be made in conformity with Rule 144 under
      the 1933 Act (“Rule
      144”),
      (b) if
      applicable, a copy of such registration statement,
      and
      (c)
      notice from legal counsel to the Company or any Holder that a transfer of Common
      Shares has been effected either pursuant to the registration statement (and
      a
      prospectus delivered to the transferee) or pursuant to Rule 144,
      then
as
      promptly as practicable,
      you
      shall
      issue the certificates representing the Common Shares registered
      in the names of such transferees,
      and
      such certificates shall not bear any legend restricting transfer of the Common
      Shares thereby and should not be subject to any stop-transfer
      restriction; provided,
      however, that if such Common Shares and are not registered for resale under
      the
      1933 Act or able to be sold under Rule 144, then the certificates for such
      Common Shares shall bear the following legend:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
      THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY
      ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
      SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
      FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
      SECURITIES.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    A
      form of
      written confirmation from the Company's outside legal counsel that a
      registration statement covering resales of the Common Shares has been declared
      effective by the SEC under the 1933 Act is attached hereto.

     

    Please
      execute this letter in the space indicated to acknowledge your agreement to
      act
      in accordance with these instructions. Should you have any questions concerning
      this matter, please contact me at ____________.

     

    
      	
              Very
                truly yours,

            
	 
	
               
                

            	
              (“Company”)

            


    

    


    
      	
              By:
                

            	
               

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    THE
      FOREGOING INSTRUCTIONS ARE

    ACKNOWLEDGED
      AND AGREED TO

     

    this
      ___
      day of ________________, 2007

     

    [TRANSFER
      AGENT]

     

    By:  

    
      	
              Name:
                

            	  

	
              Title:
                

            	  
              


    

     

    Enclosures

     

    Copy:
      Holder

     

    
      
        
        

      

      
        22