registration_rightsagreement.htm


    EXHIBIT
10-44


      


       

      


       

       

       

      


       

      


       

      


       

      


       

      REGISTRATION
RIGHTS AGREEMENT

       

      Dated
as of June 5, 2008,

       

      By
And Among

       

      COMMUNICATION
INTELLIGENCE CORPORATION

       

      AND

       

      THE
INVESTORS SIGNATORY HERETO

       

      


       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        
EXHIBIT 10-44


      


        
          	
                  TABLE OF CONTENTS

                
	 
      	 
      	 
      
	 
      	 
      	
                  Page

                
	
                  Section
      1.

                	
                  Definitions

                	
                  1

                
	
                  Section
      2.

                	
                  Registration

                	
                  5

                
	
                  Section
      3.

                	
                  Other
      Agreements of the Parties

                	
                  6

                
	
                  Section
      4.

                	
                  Registration
      Procedures

                	
                  9

                
	
                  Section
      5.

                	
                  Registration
      Expenses

                	
                  14

                
	
                  Section
      6.

                	
                  Indemnification

                	
                  14

                
	 
      	
                  (a)     Indemnification
      by the Company

                	
                  14

                
	 
      	
                  (b)     Indemnification
      by Holders

                	
                  15

                
	 
      	
                  (c)     Conduct
      of Indemnification Proceedings

                	
                  16

                
	 
      	
                  (d)     Contribution

                	
                  16

                
	
                  Section
      7.

                	
                  Reports
      Under the 1934 Act

                	
                  17

                
	
                  Section
      8.

                	
                  Miscellaneous

                	
                  18

                
	 
      	
                  (a)     Remedies

                	
                  18

                
	 
      	
                  (b)     Compliance

                	
                  18

                
	 
      	
                  (c)     Discontinued
      Disposition

                	
                  18

                
	 
      	
                  (d)     Piggy-Back
      Registrations

                	
                  18

                
	 
      	
                  (e)   Demand
      Registrations in Connection with Additional Registrable
      Securities

                	
                  19

                
	 
      	
                  (f)     Representations
      and Covenants Made to the Investors

                	
                  20

                
	 
      	
                  (g)     Amendments
      and Waivers

                	
                  20

                
	 
      	
                  (h)     Notices

                	
                  20

                
	 
      	
                  (i)     Successors
      and Assigns

                	
                  21

                
	 
      	
                  (j)     Execution
      and Counterparts

                	
                  21

                
	 
      	
                  (k)    Governing
      Law

                	
                  22

                
	 
      	
                  (l)     Cumulative
      Remedies

                	
                  22

                
	 
      	
                  (m)    Severability

                	
                  22

                
	 
      	
                  (n)     Headings

                	
                  22

                
	 
      	
                  (o)     Independent
      Nature of Investors’ Obligations and Rights

                	
                  22

                


        


        
          
             


          

          
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EXHIBIT 10-44





      REGISTRATION
RIGHTS AGREEMENT

       

      This
Registration Rights Agreement (this “Agreement”) is made and
entered into as of June 5, 2008, by and among Communication Intelligence
Corporation, a Delaware corporation (the “Company”), and the investors
signatory hereto (each an “Investor” and collectively,
the “Investors”).

       

      This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the
date hereof, among the Company and the investors identified on the signature
pages thereto (the “Purchase
Agreement”), the Credit Agreement, dated as of the date hereof, among the
Company and the lenders signatory thereto (the “Credit Agreement”), and other
Transaction Documents pursuant to which the Company will effect a Debt
Refinancing.

       

      The
Company and the Investors hereby agree as follows:

       

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

       

      “Advice” has the meaning set
forth in Section
8(c).

       

      “Additional Registrable
Securities” means the Additional Underlying Shares, and any securities
issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event, or any price adjustment as a result of such
stock splits, reverse stock splits or similar events with respect to any of the
Additional Underlying Shares.

       

      “Additional Registrable Securities
Piggy Back Period” has the meaning set forth in Section
8(d).

       

      “Additional Shares” means the
shares of Series A Cumulative Convertible Preferred Stock, having the rights,
preferences and privileges set forth in the Certificate of Designations,
issuable pursuant to the Company’s option to make dividend payments “in kind”
pursuant to the Certificate of Designations.

       

      “Additional Underlying Shares”
means the Shares of Common Stock issuable upon conversion of the Additional
Shares or exercise of the Additional Warrants.

       

      “Additional Warrants” means
the warrants to purchase from the Company shares of Common Stock of the Company
issued pursuant to the Company’s option to make interest payments “in kind”
pursuant to the Credit Agreement.

       

      “Agreement” has the meaning
set forth in the Preamble.

       

      “Allowable Grace Period” has
the meaning set forth in Section
3(a).

       


      
        
          
                                                                    

            


          

           


        

        
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EXHIBIT 10-44


      “Certificate of Designations”
means the Certificate of Designations filed by the Company as of the date
hereof.

       

      “Commission” means the U.S.
Securities and Exchange Commission.

       

      “Company” has the meaning set
forth in the Preamble.

       

      “Covering Shares” has the
meaning set forth in Section
3(c).

       

      “Credit Agreement” has the
meaning set forth in the Recitals.

       

      “Debt Refinancing” means,
collectively, the following: (i) the conversion of the outstanding debt set
forth on Schedule 1.3 of the Credit Agreement into Loans (as defined in the
Credit Agreement) under the Credit Agreement and the tender of the promissory
notes evidencing such debt to the Company for cancellation; (ii) the tender of
certain Promissory Notes (as defined under the Purchase Agreement) to the
Company for cancellation in full payment for shares of Series A Preferred Stock
as set forth in the Purchase Agreement and (iii) each of the other transactions
contemplated hereby and by the other Debt Refinancing Documents.

       

      “Demand Registration” has the
meaning set forth in Section
8(e).

       

      “Demand Registration Notice”
has the meaning set forth in Section
8(e).

       

      “Demand Registration Request”
has the meaning set forth in Section
8(e).

       

      “Demanding Holders” has the
meaning set forth in Section
8(e).

       

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

       

      “Effectiveness Date” means (a)
with respect to the Registration Statement required to be filed under Section 2(a), the
earlier of (i) the 150th day
following the Closing, and (ii) the fifth Trading Day following the date on
which the Company is notified by the Commission that such Registration Statement
will not be reviewed or is no longer subject to further review and comments, and
(b) with respect to a Registration Statement required to be filed under Section 2(b), the
earlier of: (i) the 90th day
following the applicable Filing Date, and (ii) the fifth Trading Day following
the date on which the Company is notified by the Commission that the
Registration Statement will not be reviewed or is no longer subject to further
review and comments.

       

      “Effectiveness Failure” has
the meaning set forth in Section
3(a).

       

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

       

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

       

      “Filing Date” means (a) with
respect to the Registration Statement required to be filed under Section 2(a), the
earlier of (i) two (2) Business Days following the filing of the

       

      
        
          
          

        

        
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          EXHIBIT
10-44

        

      

       

      Company’s
Quarterly Report on Form 10-Q for the three and six months ending June 30, 2008,
and (ii) August 18, 2008, and (b) with respect to a Registration Statement
required to be filed under Section 2(b), the
30th
day following the date on which Holders of a majority of the Registrable
Securities request that the Company register the resale of Common Stock on
Form S-3.

       

      “Filing Failure” has the
meaning set forth in Section
3(a).

       

      “Grace Period” has the meaning
set forth in Section
3(a).

       

      “Holder” or “Holders” means the holder or
holders, as the case may be, from time to time of Registrable Securities
(including a holder or holders of Shares or Warrants convertible or exchangeable
into Registrable Securities) or Additional Registrable Securities (including a
holder or holders of Shares or Warrants convertible or exchangeable into
Additional Registrable Securities).

       

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

       

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

       

      “Inspectors” has the meaning
set forth in Section
4(l).

       

      “Investor” or “Investors” has
the meaning set forth in the Preamble.

       

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

       

      “Maintenance Failure” has the
meaning set forth in Section
3(a).

       

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

       

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

       

      “Principal Market” means the
primary market on which a security trades.

       

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

       

      “Purchase Agreement” has the
meaning set forth in the Recitals.

       


      
        
          
             

          

           


        

        
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EXHIBIT 10-44


      “Records” has the meaning set
forth in Section
4(l).

       

      “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing one or more Registration
Statements (as defined below) in compliance with the 1933 Act and pursuant to
Rule 415, and the declaration or ordering of effectiveness of such Registration
Statement(s) by the SEC.

       

      “Registration Delay Payments”
has the meaning set forth in Section
3(a).

       

      “Registrable Securities” means
the Underlying Shares and any securities issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar event, or any
price adjustment as a result of such stock splits, reverse stock splits or
similar events with respect to any of the Underlying Shares.

       

      “Registration Statement” means
the registration statement required to be filed in accordance with Section 2(a) and any
additional registration statement(s) required to be filed under Section 2(b) or Section 8(e),
including (in each case) the Prospectus, amendments and supplements to such
registration statements or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference therein.

       

      “Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule
144.

       

      “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
415.

       

      “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
424.

       

      “Securities” means the
Warrants, the Shares and the Underlying Shares.

       

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

       

      “Selling Holder Questionnaire”
has the meaning set forth in Section
2(c).

       

      “Shares” means the shares of
Series A Cumulative Convertible Preferred Stock, having the rights, preferences
and privileges set forth in the Certificate of Designations, issuable pursuant
to the Purchase Agreement.

       

      “Trading Market” means
whichever of the New York Stock Exchange, the American Stock Exchange, the
NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
on the date in question.

       


      
        
          
             

          

           


        

        
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EXHIBIT 10-44


      “Transaction Documents” means
this Agreement, the Purchase Agreement, the Credit Agreement, the Certificate of
Designations and any other documents or agreements executed in connection with
the transactions contemplated thereunder.

       

      “Transfer Agent” means
American Stock Transfer & Trust Company, or any successor transfer agent for
the Company.

       

      “Transfer Agent Instructions”
means, with respect to the Company, the Irrevocable Transfer Agent Instructions,
in the form of Exhibit D,
executed by the Company and delivered to the Transfer Agent.

       

      “Underlying Shares” means the
shares of Common Stock issuable upon conversion of the Shares or exercise of the
Warrants.

       

      “Warrants” means the warrants
(other than the Additional Warrants) to purchase from the Company shares of Common Stock
of the Company issued pursuant to the Credit Agreement.

       

      2. Registration.

       

      (a) On or
prior to the applicable Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415,
on Form S-1 (or on such other form appropriate for such
purpose).  Such Registration Statement shall contain (except if
otherwise required pursuant to written comments received from the Commission
upon a review of such Registration Statement) the “Plan of Distribution”
attached hereto as Exhibit
A.  The Company shall use its reasonable best efforts to cause
such Registration Statement to be declared effective under the Securities Act as
soon as possible but, in any event, no later than its Effectiveness Date, and
shall use its reasonable best efforts to keep the Registration Statement
continuously effective under the Securities Act until the date which is the
earliest of (i) two years after its Effective Date, (ii) such time as all of the
Registrable Securities covered by such Registration Statement have been publicly
sold by the Holders pursuant to such Registration Statement, or (iii) such time
as all of the Registrable Securities covered by such Registration Statement may
be sold by the Holders without volume or manner of sale limitations pursuant to
Rule 144 as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Company’s
Transfer Agent and the affected Holders (the “Effectiveness
Period”).  By 5:00 p.m. (New York City time) on the Business
Day immediately following the Effective Date of such Registration Statement, the
Company shall file with the Commission in accordance with Rule 424 under the
Securities Act the final Prospectus to be used in connection with sales pursuant
to such Registration Statement (whether or not such filing is technically
required under such Rule).

       

      (b) Promptly
following any date on which the Company becomes eligible to use a registration
statement on Form S-3 to register Registrable Securities for resale, the Company
shall notify the Holder of Registrable Securities
thereof.  Thereafter, for so long as the Company remains eligible to
use a registration statement on Form S-3 to register Registrable Securities
for resale, the Company shall, promptly upon the request of the Holders of a
majority of the Registrable Securities, prepare a Registration Statement on Form
S-3 covering all such Registrable Securities (or a post-effective amendment on
Form S-3 to the then effective Registration Statement) and shall cause such
Registration Statement to be filed by the Filing Date for such Registration
Statement and declared effective under the Securities Act as soon 

       

      
        
          
          

        

        
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      as
possible thereafter, but in any event prior to the Effectiveness Date therefor.
Such Registration Statement shall contain (except if otherwise required pursuant
to written comments received from the Commission upon a review of such
Registration Statement) the “Plan of Distribution” attached hereto as Exhibit
A.  The Company shall use its reasonable best efforts to keep
such Registration Statement continuously effective under the Securities Act
during the entire Effectiveness Period.  By 5:00 p.m. (New York City
time) on the Business Day immediately following the Effective Date of such
Registration Statement, the Company shall file with the Commission in accordance
with Rule 424 under the Securities Act the final Prospectus to be used in
connection with sales pursuant to such Registration Statement (whether or not
such filing is technically required under such Rule).

       

      (c) Each
Holder agrees to furnish to the Company a completed Questionnaire in the form
attached to this Agreement as Exhibit B (a “Selling Holder
Questionnaire”).  The Company shall not be required to include
in a Registration Statement the Registrable Securities of a Holder who fails to
furnish to the Company a fully completed Selling Holder Questionnaire at least
two Trading Days prior to the Filing Date (subject to the requirements set forth
in Section
4(a)).

       

      3. Other Agreements of the
Parties

       

      (a) Effect of Failure to File
and Obtain and Maintain Effectiveness of Registration
Statement.  If (i) a Registration Statement covering all the
Registrable Securities required to be covered thereby and required to be filed
by the Company pursuant to this Agreement is (A) not filed with the Commission
on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not
declared effective by the Commission on the applicable Effectiveness Deadline
(an “Effectiveness
Failure”) or (ii) on any day after the applicable Effective Date of any
Registration Statement, sales of all the Registrable Securities included on such
Registration Statement cannot be made (other than during an Allowable Grace
Period (as defined below) pursuant to such Registration Statement or otherwise
(including, without limitation, because of a failure to keep such Registration
Statement effective, to disclose such information as is necessary for sales to
be made pursuant to such Registration Statement, to register a sufficient number
of shares of Common Stock or to maintain the listing of the Common Stock) (a
“Maintenance Failure”)
then, as partial relief for the damages to any Holder by reason of any such
delay in or reduction of its ability to sell the Registrable Securities (which
remedy shall not be exclusive of any other remedies available at law or in
equity), (A) the Company shall pay to each Holder of Registrable Securities
relating to such Registration Statement an amount in cash equal to one and
one-half percent (1.5%) of the aggregate conversion price or exercise price, as
the case may be, applicable with respect to such Holder’s Registrable Securities
included in such Registration Statement on each of the following dates: (i) on
the thirtieth day after the date of a Filing Failure and every thirtieth day
thereafter (pro rated for periods totaling less than thirty days) until such
Filing Failure has been cured or the Effectiveness Period has terminated,
whichever is earlier; (ii) on the thirtieth day after the date of an
Effectiveness Failure and every thirtieth day thereafter (pro rated for periods
totaling less than thirty days) until the such Effectiveness Failure is cured or
the Effectiveness Period has terminated, whichever is

       

      
        
          
          

        

        
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      earlier;
and (iii) on the thirtieth day after the date of a Maintenance Failure and every
thirtieth day thereafter (pro rated for periods totaling less than thirty days)
until such Maintenance Failure is cured or the Effectiveness Period has
terminated, whichever is earlier.  The payments to which a Holder
shall be entitled pursuant to this Section 3(a) are
referred to herein as “Registration Delay
Payments.”  Registration
Delay Payments shall be paid on the earlier of (I) the dates set forth above and
(II) the third Business Day after the event or failure giving rise to the
Registration Delay Payments is cured or the Effectiveness Period has
terminated.  In the event the Company fails to make Registration Delay
Payments in a timely manner, such Registration Delay Payments shall bear
interest at the rate of one percent (1.0%) per month (prorated for partial
months) until paid in full.  Notwithstanding the foregoing, in no
event shall the Company be required to pay Registration Delay Payments for a
contemporaneous Filing Failure and Effectiveness Failure.

       

      Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the
Company may (i) 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 or (ii) cause the Registration Statement to be suspended if
such suspension is required by law, rule or regulation, or is otherwise in the
best interest of the Company (a “Grace Period”); provided, that the Company
shall promptly (i) notify the Holders 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 Holders) and the date on which the Grace Period will begin,
and (ii) notify the Holders in writing of the date on which the Grace Period
ends; and, provided
further, that (x) no
Grace Period shall exceed five (5) consecutive Trading Days, (y) during any
three hundred sixty five (365) day period such Grace Periods shall not exceed an
aggregate of thirty (30) calendar days and (z) 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
Holders receive the notice referred to in clause (i) and shall end on and
include the later of the date the Holders receive the notice referred to in
clause (ii) and the date referred to in such notice.  Notwithstanding
anything to the contrary, the Company shall cause its Transfer Agent to deliver
unlegended Registrable Securities to a transferee of an Holder in connection
with any sale of Registrable Securities with respect to which a Holder has
entered into a contract for sale, and delivered a copy of the Prospectus
included as part of the applicable Registration Statement, prior to the Holder’s
receipt of the notice of a Grace Period and for which the Holder has not yet
settled.

      


      (b) The
Registrable Securities may only be disposed of pursuant to an effective
registration statement under, and in compliance with the requirements of, the
Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act, and in compliance with any applicable state
securities laws.  In connection with any transfer of the Registrable
Securities other than pursuant to an effective registration statement, to the
Company, to an Affiliate of a Holder or in connection with a pledge as
contemplated in Section 3(d), the
Company may require the transferor thereof to provide to the Company an opinion
of counsel
selected by the transferor, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does


       

      
        
          
          

        

        
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      not
require registration of such transferred Securities under the Securities
Act.  Notwithstanding the foregoing, the Company hereby consents to
and agrees to register on the books of the Company and with its Transfer Agent,
without any such legal opinion, except to the extent that the Transfer Agent
requests such legal opinion, any transfer of Registrable Securities by a Holder
to an Affiliate of such Holder, provided that the transferee
certifies to the Company that it is an “accredited investor” as defined in Rule
501(a) under the Securities Act and provided that such Affiliate
does not request any removal of any existing legends on any certificate
evidencing the Registrable Securities.

       

      (c) The
Holders agree to the imprinting, so long as is required by this Section 3(c), of the
following legend on any certificate evidencing any of the Registrable
Shares:

       

      
        	
                 
      

              	
                THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
      COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND,
      ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
      APPLICABLE STATE SECURITIES LAWS OR BLUE SKY
  LAWS.

              


      

       

      Certificates
evidencing Registrable Securities shall not be required to contain such legend
or any other legend following any sale of such Registrable Securities (1) under
a registration statement or (2) pursuant to Rule 144 if the holder provides the
Company with assurance reasonably acceptable to the Company, including customary
seller and broker representation letters, that the Shares can be sold, assigned
or transferred pursuant to Rule 144 or Rule 144A under the Securities
Act.  The Company shall cause its counsel to issue the legal opinion
included in the Transfer Agent Instructions to the Transfer Agent on the
Effective Date.  Following the Effective Date or at such earlier time
as a legend is no longer required for the Registrable Securities, the Company
will no later than (i) the time provided in the Certificate of Designations or
the Warrants with respect to the issuance of shares of Common Stock upon
conversion of the Shares or exercise of the Warrants, as applicable or (ii)
three Trading Days following the delivery by a Holder to the Company or the
Transfer Agent, as applicable, of (x) the legended certificate representing such
Registrable Securities, if the Company had issued a legended certificate for
such Registrable Securities, and (y)  such other documents or
information as is required pursuant to this Section 3(c), deliver
or cause to be delivered to such Holder a certificate representing such
Registrable Securities that is free from all restrictive and other
legends.  The Company may not make any notation on its records or give
instructions to the Transfer Agent that enlarge the restrictions on transfer set
forth in this Section
3(c).

       


      
        
          
             

          

           


        

        
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EXHIBIT 10-44


      If within three Trading Days after the
Company’s receipt of a legended certificate and the other documents as specified
in Clauses
(ii)(x) and (ii)(y) of the
paragraph immediately above, the Company shall fail to issue and deliver to such
Holder a certificate representing such Registrable Securities that is free from
all restrictive and other legends, and if on or after such Trading Day the
Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of shares of Common
Stock that the Holder anticipated receiving from the Company without any
restrictive legend (the “Covering Shares”), then the
Company shall, within three Trading Days after the Holder’s request, pay cash to
the Holder in an amount equal to the excess (if any) of the Holder’s total
purchase price (including brokerage commissions, if any) for the Covering
Shares, over the product of (A) the number of Covering Shares, times (B) the
closing bid price on the date of delivery of such certificate and the other
documents as specified in Clauses (ii)(x) and
(ii)(y) of the
paragraph immediately above.

       

      (d) The
Company will not object to and shall permit (except as prohibited by law) a
Holder to pledge or grant a security interest in some or all of the Securities
in connection with a bona fide margin agreement or other loan or financing
arrangement secured by the Securities, and if required under the terms of such
agreement, loan or arrangement, the Company will not object to and shall permit
(except as prohibited by law) such Holder to transfer pledged or secured
Securities to the pledgees or secured parties.  Except as required by
law, such a pledge or transfer shall not be subject to approval of the Company,
no legal opinion of the pledgee, secured party or pledgor shall be required in
connection therewith, and no notice shall be required of such
pledge.  Each Holder acknowledges that the Company shall not be
responsible for any pledges relating to, or the grant of any security interest
in, any of the Securities or for any agreement, understanding or arrangement
between any Holder and its pledgee or secured party.  At the
appropriate Holder’s expense, the Company will execute and deliver such
reasonable documentation as a pledgee or secured party of Securities may
reasonably request in connection with a pledge or transfer of the Securities,
including the preparation and filing of any required prospectus supplement under
Rule 424(b)(3) of the Securities Act or other applicable provision of the
Securities Act to appropriately amend the list of selling stockholders
thereunder.  Provided that the Company is in compliance with the terms
of this Section
3(d), the Company’s indemnification obligations pursuant to Section 6 shall not
extend to any Proceeding or Losses arising out of or related to this Section
3(d).

       

      


      4. Registration
Procedures.

       

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

       

      (a) Not less
than four Trading Days prior to the filing of a Registration Statement or any
related Prospectus or any amendment or supplement thereto, furnish to each
Holder copies of the “Selling Stockholders” section of such document, the “Plan
of Distribution” and any risk factor contained in such document that addresses
specifically this transaction or the Selling Stockholders, as proposed to be
filed, which documents will be subject to the review of such Holder. Any Holder
must provide its comments, if any, to the Company at least two Trading Days
prior to the filing of such Registration Statement or any related Prospectus or
any amendment
or 

       

      
        
          
          

        

        
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      supplement
thereto.  The Company shall not file a Registration Statement, any
Prospectus or any amendments or supplements thereto in which the “Selling
Stockholder” section thereof differs from the disclosure received from a Holder
in its Selling Holder Questionnaire (as amended or supplemented).

       

      (b) (i)  Prepare
and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness
Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424; (iii) respond as promptly as
reasonably possible to any comments received from the Commission with respect to
each Registration Statement or any amendment thereto and, as promptly as
reasonably possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to such Registration
Statement that would not result in the disclosure to the Holders of material and
non-public information concerning the Company; and (iv) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with
respect to the Registration Statements and the disposition of all Registrable
Securities covered by each Registration Statement.

       

      (c) Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than three Trading Days prior to such filing and, in the case of
(v) below, not less than three Trading Days prior to the financial statements in
any Registration Statement becoming ineligible for inclusion therein) and (if
requested by any such Person) confirm such notice in writing no later than one
Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed
to be filed; (B) when the Commission notifies the Company whether there will be
a "review" of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement (the Company shall provide true and
complete copies thereof and all written responses thereto to each of the Holders
that pertain to the Holders as a Selling Stockholder or to the Plan of
Distribution, but not information which the Company believes would constitute
material and non-public information); and (C) with respect to each Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to a Registration Statement or
Prospectus or for additional information; (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such 

       

      
        
          
          

        

        
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      Registration
Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of suchRegistration
Statement or the Prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

       

      (d) Use its
reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

       

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

       

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

       

      (g) Prior to
any public offering of Registrable Securities, register or qualify such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Holder may reasonably
request, to keep each such registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by the Registration
Statements; provided,
however, the company
shall not be required to register to do business in any such state.

       

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

       

      (i) Upon the
occurrence of any event contemplated by Section 4(c)(v), as
promptly as reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.

       


      
        
          
             

          

           


        

        
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EXHIBIT 10-44


      (j) In
conjunction with the filing of the Registration Statement or sales
thereunder, the Company will make any filings as may be required to be made
with the NASD, via the COBRA desk filing system.

       

      (k) The
Company shall not identify any Holder as an underwriter in any public disclosure
or filing with the Commission, the Principal Market or any other market or
exchange without such Holder’s consent.  If such Holder refuses to
give such consent in connection with a Registration Statement and the Company is
obligated by law or the rules or regulations of the SEC, to identify such Holder
as an underwriter, the Company shall not be obligated to register such Holder’s
Registrable Securities on the applicable Registration Statement.  If
any Holder is required under applicable securities laws to be described in the
Registration Statement as an underwriter, provided that such Holder has
consented to be identified as such in the Registration Statement, at the
reasonable request of such Holder and at such Holder’s expense, the Company
shall furnish to such Holder, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such dates as an
Holder 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 Investors, 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 Holder.

       

      (l) If any
Holder is required under applicable securities laws to be described in the
Registration Statement as an underwriter, and provided that such Holder has
consented to be identified as such in the Registration Statement, the Company
shall make available for inspection by (i) such Holder, (ii) its legal counsel
and (iii) the accountants or other agents retained by the Holder (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 a Holder) 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 1933 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 Agreement.  Each Holder 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 any Holder) shall be deemed to
limit the Holder’s ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.

       


      
        
          
             

          

           


        

        
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EXHIBIT 10-44


      (m) The
Company shall hold in confidence and not make any disclosure of information
concerning a Holder provided to the Company, other than the information provided
in or pursuant to the Selling Holder Questionnaire, 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, to the
knowledge of the Company, any other agreement.  The Company agrees
that it shall, upon learning that disclosure of such information concerning a
Holder is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt written notice to such Holder and allow such
Holder, at the Holder’s expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such
information.

       

      (n) The
Company shall use its reasonable best efforts either to (i) cause all the
Registrable Securities covered by a Registration Statement to be listed on the
Principal Market or, if securities of the same class and series as the
Registrable Securities are no longer listed on the Principal Market such other
securities market or exchange on which securities of the same class and series
issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of the Principal Market
or such other exchange or market.  The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section
4(n).

       

      (o) If
requested by an Investor, the Company shall as soon as reasonably practicable
(i) incorporate in a prospectus supplement or post-effective amendment such
information as such 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) 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) supplement or make
amendments to any Registration Statement if reasonably requested by an Investor
holding any Registrable Securities.

       

      (p) The
Company shall use its reasonable 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.

       

      (q) Unless
the following information is otherwise available on the EDGAR system, 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 1933 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.

       


      
        
          
             

          

           


        

        
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EXHIBIT 10-44


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

       

      (s) Within
two (2) Business Days after a Registration Statement which covers Registrable
Securities is ordered effective by the Commission, the Company shall deliver,
and / or shall cause legal counsel for the Company to deliver (as required by
the Company's Transfer Agent to remove legends from the Registrable Securities),
to the Transfer Agent for such Registrable Securities (with copies to the
Investors whose Registrable Securities are included in such Registration
Statement) confirmation that such Registration Statement has been declared
effective by the SEC in the form attached hereto as Exhibit
C.

       

      5. Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement; provided, however, the Company shall
not be responsible for any fees, expenses or costs incurred by Holder in
connection with the sale of Shares covered by a Registration
Statement.  In addition, the Company shall be responsible for all of
its internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.

       

      6. Indemnification.

       

      (a) Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, investment advisors, partners, members and employees of each
of them, each Person who controls any such Holder (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in
any

       

      
        
          
          

        

        
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      preliminary
prospectus, or arising out of or relating to any omissionor
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in light of the circumstances under which they
were made) not misleading, except to the extent, but only to the extent, that
(1) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder's proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement thereto (it being understood that
the Holder has approved Exhibit A hereto for
this purpose) or (2) in the case of an occurrence of an event of the type
specified in Section
4(c)(ii)-(v), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of
an Advice or an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have been
corrected.  The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding of which the Company is aware
in connection with the transactions contemplated by this Agreement.

       

      (b) Indemnification by
Holders.  Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and
employees, each Person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, arising
solely out of or based solely upon: (x) such Holder's failure to comply with the
prospectus delivery requirements of the Securities Act or (y) any untrue
statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement
thereto, or arising solely out of or based solely upon any omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading to the extent, but only to the extent that, (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement (it being understood that the Holder has approved
Exhibit A
hereto for this purpose), such Prospectus or such form of Prospectus or in any
amendment or supplement thereto or (2) in the case of an occurrence of an event
of the type specified in Section 4(c)(ii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or defective
and prior to the receipt by such Holder of an Advice or an amended or
supplemented Prospectus, but only if and to the extent that following the
receipt of the Advice or the amended or supplemented Prospectus the misstatement
or omission giving rise to such Loss would have been corrected.  In no
event shall the liability of any selling Holder hereunder be greater in amount
than the dollar amount of the net proceeds received by such Holder upon the sale
of the Registrable Securities giving rise to such indemnification
obligation.

       


      
        
          
             

          

           


        

        
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EXHIBIT 10-44


      (c) Conduct of Indemnification
Proceedings.  If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of
any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and
only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced the
Indemnifying Party.

       

      An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party).  The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter
of such Proceeding.

       

      All fees
and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided,
that the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder).

       

      (d) Contribution.  If
a claim for indemnification under Section 6(a) or 6(b) is unavailable
to an Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well
as

       

      
        
          
          

        

        
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      anyother
relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in Section
6(c), any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

       

      The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 6(d) were
determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to in the
immediately preceding paragraph.  Notwithstanding the provisions of
this Section
6(d), no Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the proceeds actually received by such
Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.

       

      The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

       

      7. Reports Under the 1934
Act.

       

      With a
view to making available to the Holders the benefits of Rule 144, the Company
agrees, until the earlier of such time as all of the Registrable Securities (i)
have been sold and (ii) may be sold by all Holders without volume limitations
pursuant to Rule 144, to:

       

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

       

      (b) file with
the SEC in a timely manner all reports and other documents required of the
Company under Section 13 or 15(d) of the 1934 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 each Holder so long as such Holder owns (or has the right to receive pursuant
to conversion of Shares or exercise of Warrants) 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 1933 Act and the
1934 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 Holders to
sell such securities pursuant to Rule 144 without registration.

       


      
        
          
             

          

           


        

        
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      8. Miscellaneous.

       

      (a)           Remedies.  In
the event of a breach by the Company or by a Holder, of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

       

      (b)           Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

       

      (c)           Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 4(c), such
Holder will forthwith discontinue disposition of such Registrable Securities
under the Registration Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has
received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus or Registration
Statement.  The Company may provide appropriate stop orders to enforce
the provisions of this paragraph.

       

      (d)           Piggy-Back
Registrations.

       

      If at any
time:

       

      (i)           during
the Effectiveness Period  there is not an effective Registration
Statement covering all of the Registrable Securities; or

       

      (ii)           prior
to the date which is the earliest of (I) two years after the Effective Date of a
Registration Statement covering Additional Registrable Securities, (II) such
time as all of the Additional Registrable Securities have been publicly sold by
the Holders pursuant to a Registration Statement, or (III) such time as all of
the Additional Registrable Securities may be sold by the Holders without volume
or manner of sale limitations pursuant to Rule 144 as determined by the counsel
to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Company’s Transfer Agent and the affected Holders (the
“Additional Registrable
Securities Piggy Back Period”) there is not an effective Registration
Statement covering all of the Additional 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

       

      
        
          
          

        

        
          - 18
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

      under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder of Registrable
Securities (during the Effectiveness Period) and each Holder of Additional
Registrable Securities (during the Additional Registrable Securities Piggy Back
Period) written notice of such determination and, if within fifteen days after
receipt of such notice, any such Holder shall so request in writing, the Company
shall include in such registration statement all or any part of such Registrable
Securities and Additional Registrable Securities, as the case may be, as the
applicable Holder requests to be registered and which are not otherwise covered
in an effective Registration Statement, subject to customary underwriter
cutbacks applicable to all holders of registration rights.

       

      (e)           Demand Registrations in
Connection with Additional Registrable Securities.  If at any
time during the Additional Registrable Securities Piggy Back Period the Company
shall receive from Holders (the “Demanding Holders”) of at
least 750,000 Additional Registrable Securities a written request (the “Demand Registration Request”)
that the Company register all or a part (but not less than 750,000) Additional
Registrable Securities (each such registration being a “Demand Registration”), the
Company shall: (x) promptly (and in any event no more than five days after
receipt of such Demand Registration Request) give written notice (the “Demand Registration Notice”)
of the proposed Demand Registration to all other Holders of Additional
Registrable Securities; and (y) as soon as practicable, but in no event more
than 90 days (provided
that, if the Commission reviews and has written comments to the registration
statement filed in connection with the Demand Registration that would require
the filing of a pre-effective amendment thereto with the Commission, then in no
event more than 150 days) after receiving such Demand Registration Request, use
its reasonable best efforts to cause such Registration Statement covering all or
such portion of the Additional Registrable Securities of the Demanding Holders
as are specified in the Demand Request, together with all or such portion of the
Additional Registrable Securities of any Holder or Holders that have, within 15
days of receiving the Demand Registration Notice, notified the Company of their
intention to join in such Demand Registration Request, to be declared effective
under the Securities Act, and shall use its reasonable best efforts to keep such
Registration Statement continuously effective under the Securities Act until the
date which is the earliest of (i) two years after its effective date, (ii) such
time as all of the Additional Registrable Securities covered by such
Registration Statement have been publicly sold by the Holders thereof pursuant
to such Registration Statement or (iii) such time as all of the Additional
Registrable Securities covered by such Registration Statement may be sold by the
Holders thereof without volume or manner of sale limitations pursuant to Rule
144 as determined by the counsel to the Company pursuant to a written opinion
letter to such effect, addressed and acceptable to the Company’s Transfer Agent
and the affected Holders; provided,

       

      
        
          
          

        

        
          - 19
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

      however, that the Company
shall not be obligated to effect, or take any action to effect, more than one
Demand Registration pursuant to this Section 8(e) in any
12-month period during which at least one Demand Registration has been declared
or ordered effective by the Commission.  The filing of two or more
Registration Statements in response to one Demand Registration Request shall be
counted as one Demand Registration.  Notwithstanding the foregoing,
the Company shall not be obligated to effect, or take any action to effect, a
Demand Registration during the period starting with the date 30 days prior to
the Company’s date of filing of, and ending on the date 90 days immediately
following the effective date of, any registration statement pertaining to equity
securities of the Company (other than a

       

      registration
statement 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), provided that the Company is
actively employing in good faith its reasonable best efforts to cause such
registration statement to become effective and, provided further, that Holders of
Additional Registrable Securities are afforded piggy-back registration rights
with respect to such registration statement pursuant to Section
8(d).

       

      (f)           Representations and
Covenants Made to the Investors

       

      (a) .  Any
and all representations, warranties, covenants and agreements made by the
Company to and for the benefit of the Investors that survive the consummation of
the transactions contemplated by the Purchase Agreement shall be deemed to have
also been made to and for the benefit of Holders.

       

      (g)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this Section 8(g), may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holders of no less than a majority in interest of
the then outstanding Registrable Securities.  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of certain Holders and that
does not directly or indirectly affect the rights of other Holders may be given
by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates.

       

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

       

      
        	
                 
      

              	
                If
      to the Company:

              	
                Communication
      Intelligence Corporation

              


      

        275 Shorewood Drive, Suite
#500

        Redwood Shores, California
94065

        Attn:  Frank
Dane

        Facsimile:  (650)
802-7777


      
        
          
             

          

           


        

        
          - 20
-  

          
            

          

        

        
           


        
EXHIBIT 10-44


      


      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                Davis
      Wright Tremaine LLP

              


      

      
        	
                 
      

              	
                23rd
      Floor

              


      

      
        	
                 
      

              	
                1300
      S.W. Fifth Ave.

              


      

      
        	
                 
      

              	
                Portland,
      Oregon 97201

              


      

      
        	
                 
      

              	
                Attn:
      Michael C. Phillips

              


      

      
        	
                 
      

              	
                Facsimile:
      503-778-5299

              


      

      


      
        	
                 
      

              	
                If
      to a Investor:

              	
                To
      the address set forth under such Investor's name on the

              	
                signature
      pages hereto.

              


      

       

      
        	
                 
      

              	
                With
      a copy to:

              	
                Thelen
      Reid Brown Raysman & Steiner
LLP

              


      

      
        	
                 
      

              	
                875
      Third Avenue

              


      

      
        	
                 
      

              	
                New
      York, New York 10022

              


      

      
        	
                 
      

              	
                Facsimile:  (212)
      603-2001

              


      

      
        	
                 
      

              	
                Attn:  Herman
      Sassower, Esq.

              


      

      


      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

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

       

      (i)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  The Company may not assign
its rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign their respective rights hereunder in
the manner and to the Persons as permitted under the Purchase
Agreement.

       

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

       

      
        
          
          

        

        
          - 21
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

      (k)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
Affiliates, employees or agents) will be commenced in the New York
Courts.  Each party hereto hereby irrevocably submits to
the

       

      exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.  Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any Proceeding arising out of or
relating to this Agreement or the transactions contemplated
hereby.  If either party shall commence a Proceeding to enforce any
provisions of this Agreement, then the prevailing party in such Proceeding shall
be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
Proceeding.

       

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

       

      (m)           Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.

       

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

       

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

       

      
        
          
          

        

        
          - 22
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

      closing a
transaction with multiple Investors and not because it was required or requested
to do so by any Investor.

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
PAGES TO FOLLOW]


      
        
          
             

          

           


        

        
          - 23
-  

          
            

          

        

        
           


        
EXHIBIT 10-44


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

      COMMUNICATION
INTELLIGENCE CORPORATION

      


      


      By:          
/s/Guido
DiGregorio

      Name:  
Guido D. DiGregorio

      Title:    
Chief Executive Officer and President

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

       

       

      SIGNATURE
PAGES OF INVESTORS TO FOLLOW]

       


      
        
          
             

          

           


        

        
          - 24
-  

          
            

          

        

        
           


        
EXHIBIT 10-44


       

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

       

      


      NAME OF INVESTOR

                                                                                                 


                                                                                                     
Michael Engmann


      


      By:          /s/Michael Engmann 

      Name:
Michael Engmann

      Title:

      


      ADDRESS FOR NOTICE

      


      c/o:                                                                           

      


      Street: 38 San Fernando
Way  

      


      City/State/Zip:   San Francisco , CA 94127

      
 

      Attention:                                                                           

      


      Tel:    415-293-3811   

      


      Fax:     415-781-4641      

      


      Email:  MIKE.ENGMANN@ENGMANNOPTIONS.COM

                                                                                                                        
(SMALL LETTERS)                                                                         


      
        
          
             

          

           


        

        
          - 25
-  

          
            

          

        

        
           


        
EXHIBIT 10-44


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

         

         

        NAME
OF INVESTOR

                                                                                                   


                                                                                                       
Ronald Goodman

        
 

         

        By:   /s/ Ronald
Goodman      

                                              Name: 
Ronald Goodman

        Title:

         

        ADDRESS FOR NOTICE

         

        c/o:                                                                           

         

        Street:  31 Tierra Verde
Court

         

        City/State/Zip:   Walnut Creek, CA
94593

         

         

        Attention:                                                                           

         

        Tel:   415-710-6931

         

        Fax:                             

                 


        Email:  rgoodman524@earthlink.net

      

       

       

       

      
        
          
          

        

        
          - 25
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

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

           

           

          NAME
OF INVESTOR

                                                                                                     


                                                                                                         
PHOENIX VENTURE FUND
LLC

          
 

           

          By:    /s/  Andrea
Goren     

                                                Name: 
Andrea Goren

          Title:  
Member

           

          ADDRESS FOR NOTICE

           

          c/o:                                                                           

           

          Street:   110 East 59th Street, Suite
1901

           

          City/State/Zip:   New York, NY 10022

           

           

          Attention:  Andrea
Goren                                                                         

           

          Tel:   212 759 1909 x202

           

          Fax:   212 202
7565  

           

          Email:   agoren@sgphoenix.com

        

         

      

       

       

      
        
          
          

        

        
          - 25
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

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

           

           

          NAME
OF INVESTOR

                                                                                                     


                                                                                                          
AFS Investments,
Inc.

          
 

           

          By:    /s/   Fred J.
Merritt       

                                                Name:  
Fred J. Merritt

          Title:   President

           

          ADDRESS FOR NOTICE

           

          c/o:    Fred J.
Merritt                                                                        

           

          Street:  14510 Lima Rd.   


           

          City/State/Zip:   Ft. Wayne, IN 46818    


           

           

          Attention:     Fred J.
Merritt                                                                      

           

          Tel:   317-506-1937

           

          Fax:   260-637-4472  

           

          Email:   AFSINVESTMENTS@MSN.COM

        

         

      

       

       

      
        
          
          

        

        
          - 25
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

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

           

           

          NAME
OF INVESTOR

                                                                                                     


                                                                                                         
Frederich L. Farrar

          
 

           

          By:    /s/  Frederich L.
Farrar     

                                                Name:  Frederich L.
Farrar

          Title:

           

          ADDRESS FOR NOTICE

           

          c/o:                                                                           

           

          Street:   3502 Woodview Trace,
#200

           

          City/State/Zip:   Indianapolis, IN
46268   

           

           

          Attention:                                                                           

           

          Tel:   317 860 8213

           

          Fax:     317 860 9190

           

          Email:  fred.farrar@klipsch.com

        

         

      

       

       

       

       

      
        
          
          

        

        
          - 25
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

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

           

           

          NAME
OF INVESTOR

                                                                                                     

                                                                                                          
Rubicon Global Value
Fund, L.P. 

                                                                                                       

          
 

           

          By:    /s/  Steven
Shum     

                                                Name:  
Steven Shum

          Title:    Managing
Director

           

          ADDRESS FOR NOTICE

           

          c/o:                                                                           

           

          Street:   One SW Columbia St., Suite
900

           

          City/State/Zip:  Portland, OR
97258 

           

           

          Attention:   Steve
Shum                                                                         

           

          Tel:   503-548-4800

           

          Fax:   503-548-4805   

           

          Email:   sshum@corefundmgmt.com

        

         

      

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          - 25
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

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

           

           

          NAME
OF INVESTOR

                                                                                                     


                                                                                                          
MDNH Partners,
LP 

          
 

           

          By:    /s/  Michael W.
Engmann     

                                                Name:  
Michael W. Engmann

          Title:   General
Partner

           

          ADDRESS FOR NOTICE

           

          c/o:   MDNH
Partners                                                                        

           

          Street:   220 Bush St., Suite
950

           

          City/State/Zip:   San Francisco, CA
94104

           

           

          Attention:    Mike
Engmann                                                                       

           

          Tel:    415-293-3818

           

          Fax:     415-781-4641

           

          Email:  MIKE.ENGMANN@ENGMANNOPTIONS.COM

        

         

      

       

       

       

       

       

      
        
          
          

        

        
          - 25
-

          
            

          

        

        
          EXHIBIT
10-44

        

      

       

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

             

             

            NAME
OF INVESTOR

             

                                            Kendu Partners

             

             

            By:    /s/  Michael W.
Engmann     

                                                  Name:  
Michael W. Engmann

            Title:   General
Partner

             

            ADDRESS FOR NOTICE

             

            c/o:   Engmann
Options                                                         

             

            Street:   220 Bush St., Suite
950

             

            City/State/Zip:   San Francisco, CA
94104

             

             

            Attention:    Mike
Engmann                                                                       

             

            Tel:    415-293-3818

             

            Fax:     415-781-4641

             

            Email:  MIKE.ENGMANN@ENGMANNOPTIONS.COM

          

           

        

         

      

       

       

       

       

       

       

       

      - 25 -