REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as of
      this 31st day of December, 2007, by and among Long-E International, Inc., a
      Utah
      corporation (the “Company”), and the purchasers listed on Schedule I hereto (the
“Purchasers”).

     

    RECITALS

     

    WHEREAS,
      as of December 29, 2006, the Company (formerly Inncardio, Inc.) and certain
      of
      the Purchasers entered into a Registration Rights Agreement further to a
      Securities Purchase Agreement dated as of December 29, 2006 (the “December
      Purchase Agreement”) whereby shares of Common Stock and shares of Common Stock
      underlying warrants purchased by said purchasers further to such agreement
      were
      to be registered;

     

    WHEREAS,
      of even date herewith, the Company and certain of the Purchasers entered into
      a
      Securities Purchase Agreement (the “January Purchase Agreement”) further to
      which shares of Common Stock underlying convertible notes and Series A
      Convertible Preferred Stock issuable upon conversion of such notes and shares
      of
      Common Stock underlying warrants purchased by said Purchasers further to such
      agreement were to be registered;

     

    WHEREAS,
      the Company and the Purchasers agreed that all registration rights granted
      to
      the Purchasers with respect securities purchased further to the December
      Purchase Agreement and the January Purchase Agreement are to be governed by
      an
      Amended and Restated Registration Rights Agreement dated January 25, 2007 (the
      “Senior Agreement”);

     

    WHEREAS,
      pursuant to the Senior Agreement the Company owes the Purchasers certain cash
      liquidated damages for its failure to file a registration statement on Form
      SB-2
      by the specified event date of April 30, 2007;

     

    WHEREAS,
      the Company and the Purchasers have entered into a Securities Purchase,
      Settlement and Release Agreement dated December 31, 2007 (the “Purchase
      Agreement”), whereby the Company has agreed to convert the liquidated damages
      owed through December 31, 2007 into notes convertible into shares of the
      Company’s Common Stock on certain terms and under specified conditions (the
“Notes”); and

     

    WHEREAS,
      the Company and the Purchasers acknowledge that Section7(c) of the Senior
      Agreement prohibits the granting of any rights to registration of securities
      which are not subject in all respects to the prior rights in full set forth
      in
      the Senior Agreement, and requires that such rights otherwise not conflict
      with
      the provisions of the Senior Agreement.

     

    In
      acknowledgement of the foregoing and in consideration of the mutual promises
      herein and in the Purchase Agreement, the Company and the Purchasers hereby
      agree as follows:

     

    1. Definitions.

     

    Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Purchase Agreement. As used in this Agreement, the following terms
      shall have the following meanings:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Advice”
shall
      have the meaning set forth in Section 3(l).

     

    “Affiliate”
means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, “control,”
when
      used with respect to any Person, means the possession, direct or indirect,
      of
      the power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms “affiliated,”
      “controlling”
and
      “controlled”
have
      meanings correlative to the foregoing.

     

    “Board”
shall
      have the meaning set forth in Section 3(m).

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a legal holiday
      or a
      day on which banking institutions in the state of New York generally are
      authorized or required by law or other government actions to close.

     

    “Closing
      Date”
means
      the date of the closing of the issuance of convertible promissory notes pursuant
      to the Purchase Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the Company’s Common Stock, par value $0.001 per share.

     

    “Effectiveness
      Date”
means
      with respect to each Registration Statement the earlier of (A) the one hundred
      twentieth (120th) day following the initial filing date of such Registration
      Statement (or in the event the Registration Statement receives a “full review”
by the Commission, the one hundred fiftieth (150th) day following the initial
      filing date), or (B) the date which is within three (3) Business Days after
      the
      date on which the Commission informs the Company (i) that the Commission will
      not review the Registration Statement or (ii) that the Company may request
      the
      acceleration of the effectiveness of the Registration Statement and the Company
      makes such request; provided
      that,
      if the
      Effectiveness Date falls on a Saturday, Sunday or any other day which shall
      be a
      legal holiday or a day on which the Commission is authorized or required by
      law
      or other government actions to close, the Effectiveness Date shall be the
      following Business Day.

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2.

     

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

     

    “Filing
      Date”
means
      the ninetieth (90th)
      day
      following the earlier of (i) the date upon which the Company satisfies all
      obligations to file registration statements pursuant to the Senior Agreement
      (including, but not limited to, the registration of all Series A Warrants
      exercisable at $0.48 per share registrable pursuant to the Senior Agreement),
      or
      (ii) the date upon which all of the securities registrable pursuant to the
      Senior Agreement are eligible for resale pursuant to Rule 144; provided
      that,
      if the
      Filing Date falls on a Saturday, Sunday or any other day which shall be a legal
      holiday or a day on which the Commission is authorized or required by law or
      other government actions to close, the Filing Date shall be the following
      Business Day.

     

    
      
        
        

      

      
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    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities who agrees in writing to be bound by the terms of this
      Agreement.

     

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

     

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

     

    “Initially
      Registrable Shares”
shall
      have the meaning set forth in Section 2.

     

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

     

    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

     

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

     

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

     

    “Registrable
      Securities”
means
      the shares of Common Stock issuable upon conversion of convertible promissory
      notes issued further to the Purchase Agreement.

     

    “Registration
      Statement”
means
      the registration statements contemplated by Section 2, including (in each case)
      the Prospectus, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference in such registration
      statement.

     

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

     

    “Rule
      158”
means
      Rule 158 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

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

     

    
      
        
        

      

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

     

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

     

    “Subsequent
      Registration Statement”
shall
      have the meaning set forth in Section 2.

     

    “Transaction
      Documents”
means
      the Purchase Agreement, the Notes and this Agreement.

     

    2. Resale
      Registrations.
      On or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a “resale” Registration Statement providing for the resale of the portion of
      Registrable Securities corresponding to twenty percent (20%) of the Company’s
      Common Stock outstanding following the Closing for an offering to be made on
      a
      continuous basis pursuant to Rule 415; the Holders and securities to be subject
      to such initial registration statement shall set forth on Schedule II hereto
      (as
      such Schedule II may be revised from time to time as described in Section 7(a)
      herein) (such shares called “Initially
      Registrable Shares”).
      The
      Holders of the balance of the Registrable Securities will have registration
      rights entitling them to request that one additional registration statement
      only
      (the “Subsequent
      Registration Statement”)
      covering said shares be filed with the Commission no earlier than six (6) months
      after the effective date of the Initial Registration Statement and no later
      than
      nine (9) months from said effective date, provided
      however, that
      such
      Subsequent Registration Statement shall not be filed if such shares are, at
      the
      time of eligibility for such Subsequent Registration Statement, are either
      (i)
      subject to and covered by an effective registration statement (ii) or eligible
      for sale pursuant to Rule 144.

     

    Each
      Registration Statement shall be on Form SB-2 (except if the Company is not
      then
      eligible to register for resale the Registrable Securities on Form SB-2, in
      which case such registration shall be on another appropriate form in accordance
      herewith and with the Securities Act and the rules promulgated thereunder).
      Such
      Registration Statements shall cover to the extent allowable under the Securities
      Act and the rules promulgated thereunder (including Rules 415 and 416), such
      indeterminate number of additional shares of Common Stock resulting from stock
      splits, stock dividends or similar transactions with respect to the Registrable
      Securities. The Company shall (i) not permit any securities other than the
      Registrable Securities to be included in each Registration Statement and (ii)
      use its best efforts to cause each Registration Statement to be declared
      effective under the Securities Act as promptly as possible after the filing
      thereof, but in any event prior to the Effectiveness Date, and to keep such
      Registration Statement continuously effective under the Securities Act until
      such date as is the earlier of (y) the date when all Registrable Securities
      covered by such Registration Statement have been sold by the Purchasers or
      (z)
      the date on which the Registrable Securities may be sold without any restriction
      pursuant to Rule 144(k) as determined by the counsel to the Company pursuant
      to
      a written opinion letter to such effect, addressed to the Company’s transfer
      agent (the “Effectiveness
      Period”).
      The
      Company shall request that the effective time of the Registration Statement
      be
      4:00 p.m. Eastern Time on the effective date.

     

    
      
        
        

      

      
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    If
      at any
      time following the effective date of the Registration Statements referenced
      elsewhere in this Section 2, and for any reason, an additional Registration
      Statement is required to be filed because at such time the actual number of
      shares of Common Stock and shares of Common Stock into which the Notes are
      convertible exceeds the number of shares of Registrable Securities remaining
      under the Registration Statement, the Company shall file such additional
      Registration Statement on the first Business Day following the three-month
      anniversary of the Subsequent Registration Statement, and the Company shall
      use
      its best efforts to cause such additional Registration Statement to be declared
      effective by the Commission as soon as reasonably possible, but in no event
      later than sixty (60) days after filing.

     

    Notwithstanding
      anything to the contrary set forth in this Section 2, in the event the
      Commission does not permit the Company to register the “resale” of all of the
      Registrable Securities anticipated to be so registered on such Registration
      Statement pursuant to Rule 415, the Company shall register in the Registration
      Statement such number of Registrable Securities as is permitted by the
      Commission, that the number of Registrable Securities to be included in such
      Registration Statement or any subsequent registration statement shall be
      determined on a pro rata basis among the Holders, the amount of shares of Common
      Stock and shares of Common Stock underlying Notes, if any, to be registered
      for
      a Holder to cut back proportionately. In the event the Commission does not
      permit the Company to register all of the Registrable Securities in the
      Registration Statement, the Company shall use its best efforts to register
      the
      Registrable Securities, subject to the foregoing sentence, that were not
      registered in the Registration Statement as promptly as possible and in a manner
      permitted by the Commission, in accordance with the provisions of this Section
      2.

     

    3. Registration
      Procedures.

     

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

     

    (a) Prepare
      and file with the Commission, on or prior to the Filing Date, a Registration
      Statement on Form SB-2 (or if the Company is not then eligible to register
      for
      resale the Registrable Securities on Form SB-2 such registration shall be on
      another appropriate form in accordance herewith and the Securities Act and
      the
      rules promulgated thereunder) in accordance with the plan of distribution as
      set
      forth on Exhibit
      A
      hereto
      and in accordance with applicable law, regulations and Commission policies,
      and
      cause the Registration Statement to become effective and remain effective as
      provided herein; provided,
      however,
      that
      not less than ten (10) Business Days prior to the filing of the Registration
      Statement or any related Prospectus or any amendment or supplement thereto,
      the
      Company shall (i) furnish to the Holders, copies of all such documents proposed
      to be filed, which documents will be subject to the reasonable review of such
      Holders, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion the Company, to conduct a reasonable review of such
      documents. The Company shall not file the Registration Statement or any such
      Prospectus or any amendments or supplements thereto to which the Holders of
      a
      majority of the Registrable Securities shall reasonably object in writing within
      five (5) Business Days of their receipt thereof.

     

    
      
        
        

      

      
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    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement as may be necessary to keep the
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period and prepare and file with the Commission
      such additional Registration Statements as necessary 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
      (or any similar provisions then in force) promulgated under the Securities
      Act;
      (iii) respond as promptly as reasonably possible to any comments received from
      the Commission with respect to the Registration Statement or any amendment
      thereto and as promptly as possible provide the Holders true and complete copies
      of all correspondence from and to the Commission relating to the Registration
      Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities
      Act on the Business Day following the date the Registration Statement is
      declared effective by the Commission; and (v) comply in all material respects
      with the provisions of the Securities Act and the Exchange Act with respect
      to
      the disposition of all Registrable Securities covered by the Registration
      Statement during the Effectiveness Period in accordance with the intended
      methods of disposition by the Holders thereof set forth in the Registration
      Statement as so amended or in such Prospectus as so supplemented.

     

    (c) Notify
      the Holders of Registrable Securities as promptly as possible (and, in the
      case
      of (i)(A) below, not less than five (5) Business Days prior to such filing,
      and
      in the case of (iii) below, on the same day of receipt by the Company of such
      notice from the Commission) and (if requested by any such Person) confirm such
      notice in writing no later than three (3) Business Days following the day (i)(A)
      when a Prospectus or any Prospectus supplement or post-effective amendment
      to
      the Registration Statement is 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
      and
      (C) with respect to the 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
      the Registration Statement or Prospectus or for additional information; (iii)
      of
      the issuance by the Commission of any stop order suspending the effectiveness
      of
      the Registration Statement covering any or all of the Registrable Securities
      or
      the initiation or threatening 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 that makes
      any statement made in the 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 the Registration Statement,
      Prospectus or other documents so that, in the case of the Registration Statement
      or the Prospectus, as the case may be, it will not contain any untrue statement
      of a material fact or omit to state any material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

     

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

     

    
      
        
        

      

      
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    (e) If
      requested by any Holder in writing, furnish to such Holder, without charge,
      at
      least one conformed copy of each Registration Statement and each amendment
      thereto, including financial statements and schedules, all documents
      incorporated or deemed to be incorporated therein by reference, and all exhibits
      to the extent requested by such Person (including those previously furnished
      or
      incorporated by reference) within three (3) Business Days of the Company’s
      receipt of such request.

     

    (f) Deliver
      to each Holder, without charge, as many copies of the Prospectus or Prospectuses
      (including each form of prospectus) and each amendment or supplement thereto
      as
      such Persons may reasonably request; and subject to the provisions of Sections
      3(l) and 3(m), 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, use commercially reasonable
      best
      efforts to register or qualify or reasonably cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from such
      registration or qualification) of such Registrable Securities for offer and
      sale
      under the securities or Blue Sky laws of such jurisdictions within the United
      States as any Holder requests in writing, 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
      a
      Registration Statement; provided, however, that the Company shall not be
      required to qualify generally to do business in any jurisdiction where it is
      not
      then so qualified or to take any action that would subject it to general service
      of process in any such jurisdiction where it is not then so subject or subject
      the Company to any material tax in any such jurisdiction where it is not then
      so
      subject.

     

    (h) Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates, to the extent permitted by the
      Purchase Agreement and applicable federal and state securities laws, shall
      be
      free of all restrictive legends, and to enable such Registrable Securities
      to be
      in such denominations and registered in such names as any Holder may request
      in
      connection with any sale of Registrable Securities.

     

    (i) Upon
      the
      occurrence of any event contemplated by Section 3(c)(v) hereof, as promptly
      as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the Registration Statement 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, neither the Registration Statement nor such 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 the light of the circumstances under which they were made, not
      misleading.

     

    
      
        
        

      

      
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    (j) Use
      its
      best efforts to cause all Registrable Securities relating to the Registration
      Statement to be listed or quoted on the OTC Bulletin Board or any other
      securities exchange, quotation system or market, if any, on which similar
      securities issued by the Company are then listed or traded as and when required
      pursuant to the Purchase Agreement.

     

    (k) Comply
      in
      all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders all documents
      filed or required to be filed with the Commission, including, but not limited,
      to, earning statements satisfying the provisions of Section 11(a) of the
      Securities Act and Rule 158 not later than 90 days after the end of any 12-month
      period if such period is a fiscal year commencing on the first day of the first
      fiscal quarter of the Company after the effective date of the Registration
      Statement, which statement shall conform to the requirements of Rule
      158.

     

    (l) The
      Company may, at its option, require each selling Holder to furnish to the
      Company information regarding such Holder and the distribution of such
      Registrable Securities as is required by law to be disclosed in the Registration
      Statement, Prospectus, or any amendment or supplement thereto, and the Company
      may, at its option, exclude from such registration the Registrable Securities
      of
      any such Holder who unreasonably fails to furnish such information within a
      reasonable time after receiving such request.

     

    If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal or applicable state law then in
      force) the deletion of the reference to such Holder in any amendment or
      supplement to the Registration Statement filed or prepared subsequent to the
      time that such reference ceases to be required.

     

    Each
      Holder covenants and agrees that it will not sell any Registrable Securities
      under the Registration Statement until the Company has electronically filed
      the
      Prospectus as then amended or supplemented as contemplated in Section 3(b)
      and
      notice from the Company that the Registration Statement and any post-effective
      amendments thereto have become effective as contemplated by Section
      3(c).

     

    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 3(c)(ii), 3(c)(iii), 3(c)(iv), or 3(c)(v), 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 contemplated
      by
      Section 3(i), 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.

     

    
      
        
        

      

      
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    (m) If
      (i)
      there is material non-public information regarding the Company which the
      Company’s Board of Directors (the “Board”)
      determines not to be in the Company’s best interest to disclose and which the
      Company is not otherwise required to disclose, (ii) there is a significant
      business opportunity (including, but not limited to, the acquisition or
      disposition of assets (other than in the ordinary course of business) or any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board determines not to be in the Company’s best interest
      to disclose, or (iii) the Company is required to file a post-effective amendment
      to the Registration Statement to incorporate the Company’s quarterly and annual
      reports and audited financial statements on Forms 10-QSB and 10-KSB, then the
      Company may (y) postpone or suspend filing of a registration statement for
      a
      period not to exceed thirty (30) consecutive days or (z) postpone or suspend
      effectiveness of a registration statement for a period not to exceed thirty
      (30)
      consecutive days; provided, that the Company may not postpone or suspend
      effectiveness of a registration statement under this Section 3(m) for more
      than
      sixty (60) days in the aggregate during any three hundred sixty (360) day
      period; provided, however, that no such postponement or suspension shall be
      permitted for consecutive thirty (30) day periods arising out of the same set
      of
      facts, circumstances or transactions.

     

    4. Registration
      Expenses.

     

    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company, except as and to the extent specified in this Section 4, shall
      be
      borne by the Company whether or not the Registration Statement is filed or
      becomes effective and whether or not any Registrable Securities are sold
      pursuant to the 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 the OTC Bulletin Board and each other
      securities exchange or market on which Registrable Securities may be listed,
      if
      any and solely to the extent the Registrable Securities are eligible for such
      quotation or listing, (B) with respect to filing fees required to be paid to
      FINRA, if any, (C) in compliance with state securities or Blue Sky laws
      (including, without limitation, fees and disbursements of counsel for the
      Holders in connection with Blue Sky qualifications of the Registrable Securities
      and determination of the eligibility of the Registrable Securities for
      investment under the laws of such jurisdictions as the Holders of a majority
      of
      Registrable Securities may designate)), (ii) printing expenses (including,
      without limitation, expenses of printing certificates for Registrable Securities
      and of printing prospectuses if the printing of prospectuses is 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, at its option, elects to obtain 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, including, without limitation, the Company’s independent public
      accountants (including the expenses of any comfort letters or costs associated
      with the delivery by independent public accountants of a comfort letter
      or
      comfort letters). 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, the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. The Company shall not be responsible
      for any discounts, commissions, transfer taxes or other similar fees incurred
      by
      the Holders in connection with the sale of the Registrable
      Securities.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, managers, partners, members,
      shareholders, agents, brokers, investment advisors 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, costs of preparation
      and reasonable attorneys’ fees) and expenses (collectively, “Losses”)
      , as
      incurred, arising out of or relating to any violation of securities laws by
      the
      Company or untrue or alleged untrue statement of a material fact contained
      in
      the Registration Statement, any Prospectus or any form of prospectus or in
      any
      amendment or supplement thereto or in any preliminary prospectus, or arising
      out
      of or relating to any omission or alleged omission of a material fact required
      to be stated therein or necessary to make the statements therein (in the case
      of
      any Prospectus or form of prospectus or supplement thereto, in the light of
      the
      circumstances under which they were made) not misleading, except to the extent,
      but only to the extent, that such untrue statements or omissions are based
      solely upon information regarding such Holder or such other Indemnified Party
      furnished in writing to the Company by such Holder expressly for use therein.
      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 and employees
      of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses (as determined by a court of competent jurisdiction
      in a final judgment not subject to appeal or review), as incurred, arising
      solely out of or based solely upon any untrue statement of a material fact
      contained in the 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 (in the case of any
      Prospectus or form of prospectus or supplement thereto, in the light of the
      circumstances under which they were made) not misleading, to the extent, but
      only to the extent, that such untrue statement or omission is contained in
      any
      information so furnished in writing by such Holder to the Company specifically
      for inclusion in the Registration Statement or such Prospectus. Notwithstanding
      anything to the contrary contained herein, in no event shall any indemnity
      under
      this Section 5(b) exceed the net proceeds actually received by such Holder
      as a
      result of the sale of Registrable Securities pursuant to a Registration
      Statement.

     

    (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 promptly shall notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall be entitled to 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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    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 unless: (1)
      the Indemnifying Party has agreed in writing to pay such fees and expenses;
      or
      (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 parties 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 or delayed. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending or
      threatened Proceeding in respect of which any Indemnified Party is a party
      and
      indemnity has been sought hereunder, 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 (10) Business 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 Indemnified Party shall reimburse all such fees
      and expenses to the extent it is finally judicially determined that such
      Indemnified Party is not entitled to indemnification hereunder).

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is due but unavailable
      to
      an Indemnified Party because of a failure or refusal of a governmental authority
      to enforce Section 5(a) or 5(b) in accordance with its terms (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 benefits received by the Indemnifying
      Party on the one hand and the Indemnified Party on the other from the offering
      of the Common Stock. If, but only if, the allocation provided by the foregoing
      sentence is not permitted by applicable law, the allocation of contribution
      shall be made in such proportion as is appropriate to reflect not only the
      relative benefits referred to in the foregoing sentence but also the relative
      fault, as applicable, of the Indemnifying Party and Indemnified Party in
      connection with the actions, statements or omissions that resulted in such
      Losses as well as any other relevant equitable considerations. The relative
      fault of such Indemnifying Party and Indemnified Party shall be determined
      by
      reference to, among other things, whether any action in question, including
      any
      untrue or alleged untrue statement of a material fact or omission or alleged
      omission of a material fact, has been taken or made by, or relates to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such action, statement or omission. The amount paid or
      payable by a party as a result of any Losses shall be deemed to include, subject
      to the limitations set forth in Section 5(c), any reasonable attorneys’ fees 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 5 was available
      to
      such party in accordance with its terms. In no event shall any selling Holder
      be
      required to contribute an amount under this Section 5(d) in excess of the net
      proceeds actually received by such Holder upon sale of such Holder’s Registrable
      Securities pursuant to the Registration Statement giving rise to such
      contribution obligation.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation.

     

    (e) Non-exclusive
      Remedy.
      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 pursuant to the law.

     

    (f) Underwritten
      Offering; Conflict.
      Notwithstanding the foregoing, to the extent that the provisions on
      indemnification and contribution contained in the underwriting agreement entered
      into in connection with an underwritten public offering are in conflict with
      the
      foregoing provisions, the provisions of the underwriting agreement shall
      control.

     

    (g) Survival
      of Obligations.
      The
      obligations of the Company and the Holders under this Section 5 shall survive
      the completion of any offering of Registrable Securities in a registration
      statement under Section 2 of this Agreement or otherwise.

     

    6. Rule
      144.

     

    The
      Holders hereby acknowledge that the Company has not been timely in filing and
      is
      not current in all of its reports required to be filed prior to the date hereof
      pursuant to Section 13(a) or 15(d) of the Exchange Act. From such time as the
      Company becomes current in its reporting obligation and as long as any Holder
      owns Registrable Securities, the Company covenants to timely file (or obtain
      extensions in respect thereof and file within the applicable grace period)
      all
      reports required to be filed by the Company after the date hereof. As long
      as
      any Holder owns Registrable Securities, if the Company is not required to file
      reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare
      and furnish to the Holders and make publicly available in accordance with Rule
      144(c) promulgated under the Securities Act annual and quarterly financial
      statements, together with a discussion and analysis of such financial statements
      in form and substance substantially similar to those that would otherwise be
      required to be included in reports required by Section 13(a) or 15(d) of the
      Exchange Act, as well as any other information required thereby, in the time
      period that such filings would have been required to have been made under the
      Exchange Act. The Company further covenants that it will take such further
      action as any Holder may reasonably request, all to the extent required from
      time to time to enable such Person to sell the Registrable Securities without
      registration under the Securities Act within the limitation of the exemptions
      provided by Rule 144 promulgated under the Securities Act, including providing
      any legal opinions relating to such sale pursuant to Rule 144. Upon the request
      of any Holder, the Company shall deliver to such Holder a written certification
      of a duly authorized officer as to whether it has complied with such
      requirements.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    7. Miscellaneous.

     

    (a) Notwithstanding
      anything to the contrary contained herein, if the Company shall issue additional
      Notes pursuant to the Purchase Agreement, any purchaser of such Notes may become
      a party to this Agreement by executing and delivering an additional counterpart
      signature page to this Agreement and shall be deemed a “Purchaser” hereunder and
      Schedules I and II hereto shall be revised accordingly.

     

    (b) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, such 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.

     

    (c) No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has, as of the date hereof entered
      into
      and currently in effect, nor shall the Company or any of its subsidiaries,
      on or
      after the date of this Agreement, enter into any agreement with respect to
      its
      securities that is inconsistent with the rights granted to the Holders in this
      Agreement or otherwise conflicts with the provisions hereof. Without limiting
      the generality of the foregoing, without the written consent of the Holders
      of a
      majority of the then outstanding Registrable Securities, the Company shall
      not
      grant to any Person the right to request the Company to register any securities
      of the Company under the Securities Act unless the rights so granted are subject
      in all respects to the prior rights in full of the Holders set forth herein,
      and
      are not otherwise in conflict with the provisions of this
      Agreement.

     

    (d) No
      Piggyback on Registrations.
      The
      Holders shall not have any right to piggyback on any registration statement
      made
      by the Company for its own account or for the account of others with
      registration rights senior to those provided hereunder. The Company shall not
      after the date hereof enter into any agreement providing such piggyback right
      to
      any of its securityholders, unless the right so granted is subject in all
      respects to the prior rights in full of the Holders set forth herein, and is
      not
      otherwise in conflict with the provisions of this Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (e) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, 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 at least a majority of the Registrable
      Securities outstanding.

     

    (f) Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery, telecopy, e-mail or facsimile at the address or number designated
      below (if delivered on a Business Day during normal business hours where such
      notice is to be received), or the first business day following such delivery
      (if
      delivered other than on a business day during normal business hours where such
      notice is to be received) or (b) on the second Business Day following the date
      of mailing by express courier service, fully prepaid, addressed to such address,
      or upon actual receipt of such mailing, whichever shall first occur. The
      addresses for such communications shall be:

     

    
      	
              If
                to the Company:

            	 	
              Long-E
                International, Inc.

              C-6F,
                Huhan Chuangxin Block, Keyuan Road, 

              Hi-Tech
                Industry Zone,

              Shenzhen,
                518000, Guangdong, China

              Telephone:
                (86) 755 3396 5188

              Attention:
                Chairman of the Board

              Fax:
                86-755-3396-5123

            
	 	 	 
	
              with
                copies (which shall not constitute notice) to:

            	 	
              Kirkpatrick
                & Lockhart Preston Gates Ellis LLP

              10100
                Santa Monica Boulevard, Seventh Floor

              Los
                Angeles, California 90067

              Attention:
                Shoshannah D. Katz, Esq.

              E-mail:
                shoshannah.katz@klgates.com

              Fax:
                (310) 552-5001

            
	 	 	 
	
              If
                to any Purchaser:

            	 	
              At
                the address of such Purchaser as provided on the Signature Page to
                this
                Agreement, with copies to Purchaser’s counsel as specified in writing by
                such:

            


    

    


    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party
      hereto.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (h) Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder to any Person of
      all
      or a portion of the Common Stock or the Registrable Securities if: (i) the
      Holder agrees in writing with the transferee or assignee to assign such rights,
      and a copy of such agreement is furnished to the Company within a reasonable
      time after such assignment, (ii) the Company is, within a reasonable time after
      such transfer or assignment, furnished with written notice of (a) the name
      and
      address of such transferee or assignee, and (b) the securities with respect
      to
      which such registration rights are being transferred or assigned, (iii)
      following such transfer or assignment the further disposition of such securities
      by the transferee or assignees is restricted under the Securities Act and
      applicable state securities laws, (iv) at or before the time the Company
      receives the written notice contemplated by clause (ii) of this Section, the
      transferee or assignee agrees in writing with the Company to be bound by all
      of
      the provisions of this Agreement, and (v) such transfer shall have been made
      in
      accordance with the applicable requirements of the Purchase Agreement. The
      rights to assignment shall apply to the Holders’ (and to subsequent) successors
      and assigns.

     

    (i) 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 and shall become effective when
      counterparts have been signed by each party and delivered to the other parties
      hereto, it being understood that all parties need not sign the same counterpart.
      In the event that any signature is delivered by facsimile transmission, such
      signature shall create a valid binding obligation of the party executing (or
      on
      whose behalf such signature is executed) the same with the same force and effect
      as if such facsimile signature were the original thereof.

     

    (j) Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles that would result in the general application of the substantive
      law of another jurisdiction. This Agreement shall not be interpreted or
      construed with any presumption against the party causing this Agreement to
      be
      drafted. The Company and the Holders agree that venue for any dispute arising
      under this Agreement will lie exclusively in the state or federal courts located
      in New York County, New York, and the parties irrevocably waive any right to
      raise forum
      non conveniens
      or any
      other argument that New York is not the proper venue. The Company and the
      Holders irrevocably consent to personal jurisdiction in the state and federal
      courts of the state of New York. The Company and the Holders consent to process
      being served in any such suit, action or proceeding by delivering a copy thereof
      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 in this Section 7(j) shall affect or limit
      any right to serve process in any other manner permitted by law. The Company
      and
      the Holders hereby agree that the prevailing party in any suit, action or
      proceeding arising out of or relating to this Agreement or the Purchase
      Agreement, shall be entitled to reimbursement for reasonable legal fees from
      the
      non-prevailing party. The parties hereby waive all rights to a trial by
      jury.

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

    (m) Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (n) Shares
      Held by the Company and its Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than any Holder or transferees or successors
      or
      assigns thereof if such Holder is deemed to be an Affiliate solely by reason
      of
      its holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.

     

    (o) Independent
      Nature of Purchasers.
      The
      Company acknowledges that the obligations of each Purchaser under the
      Transaction Documents are several and not joint with the obligations of any
      other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under the Transaction
      Documents. The Company acknowledges that the decision of each Purchaser to
      purchase Securities pursuant to the Purchase Agreement has been made by such
      Purchaser independently of any other Purchaser and independently of any
      information, materials, statements or opinions as to the business, affairs,
      operations, assets, properties, liabilities, results of operations, condition
      (financial or otherwise) or prospects of the Company or of its subsidiaries
      which may have been made or given by any other Purchaser or by any agent or
      employee of any other Purchaser, and no Purchaser or any of its agents or
      employees shall have any liability to any Purchaser (or any other person)
      relating to or arising from any such information, materials, statements or
      opinions. The Company acknowledges that nothing contained herein, or in any
      Transaction Document, and no action taken by any Purchaser pursuant hereto
      or
      thereto (including, but not limited to, the (i) inclusion of a Purchaser in
      the
      Registration Statement and (ii) review by, and consent to, such Registration
      Statement by a Purchaser) shall be deemed to constitute the Purchasers as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Purchasers are in any way acting in concert or
      as
      a group with respect to such obligations or the transactions contemplated by
      the
      Transaction Documents. The Company acknowledges that each Purchaser shall be
      entitled to independently protect and enforce its rights, including without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it shall not be necessary for any other Purchaser
      to
      be joined as an additional party in any proceeding for such purpose. The Company
      acknowledges that the Purchasers are in no way acting in concert or as a group
      with respect to the Transaction Documents or the transactions contemplated
      hereby or thereby.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

     

     

    
      	 	 	 
	 	
              LONG-E
                INTERNATIONAL, INC.

            
	 
 	 
 	 
 
	Date: 	By:  	/s/ Bu
              Shengfu
	 	
              

              Name:
                Bu Shengfu

            
	 	
              Title:
                President and Chief Executive
                Officer

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
       

      
        	
                 

              	
                
                  PURCHASER:

                

              
	 	
                Kagel
                  Family Trust

              
	 	 
	 	
                By:

              	
                /s/
                  David L. Kagel, Trustee

              
	 	 	
                Name:

              	
                David
                  L. Kagel

              
	 	 	
                Title:

              	
                Trustee

              


      

       

      
        	 	Notice to:
	 	
                David
                  Kagel

              
	 	 	 	1801 Century
                Park East,
                #2500
	 	 	 	
                Los
                  Angeles, California 90067

              


      

       

      
        
           

        

        
          
            [Signature
              page to Registration Rights Agreement]

          

          
            

          

        

        
           

        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      
         

        
          	
                   

                	
                  
                    PURCHASER:

                  

                
	 	
                  
                    WestPark
                      Capital Financial Services, LLC

                  

                
	 	 
	 	
                  By:

                	
                  /s/
                    R. Rappaport

                
	 	 	
                  Name:

                	
                  Richard
                    Rappaport

                
	 	 	
                  Title:

                	
                  CEO

                


        

         

        
          	 	Notice
                  to: 	 	
                   

                
	 	 	 	 
	 	 	 	
                   

                


        

        
           

          
            
               

            

            
              
                [Signature
                  page to Registration Rights Agreement]

              

              
                

              

            

            
               

            

          

           
IN
          WITNESS WHEREOF, the parties hereto have caused this Registration Rights
          Agreement to be duly executed by their respective authorized persons as
          of the
          date first indicated above.

      

    

    
      
         

        
          	
                   

                	
                  
                    PURCHASER:

                  

                
	 	
                  
                    Vision
                      Opportunity Master Fund, Ltd.

                  

                
	 	 
	 	
                  By:

                	
                  /s/
                    Adam Benowitz

                
	 	 	
                  Name:

                	
                  Adam
                    Benowitz

                
	 	 	
                  Title:

                	
                  Director

                


        

         

        
          	 	Notice
                  to: 	 	
                  see
                    SPA

                
	 	 	 	 
	 	 	 	
                   

                


        

        
           

          
            
               

            

            
              
                [Signature
                  page to Registration Rights Agreement]

              

              
                

              

            

            
               

            

          

           
IN
          WITNESS WHEREOF, the parties hereto have caused this Registration Rights
          Agreement to be duly executed by their respective authorized persons as
          of the
          date first indicated above.

      

    

    
      
         

        
          	
                   

                	
                  
                    PURCHASER:

                  

                
	 	
                  
                    MidSouth
                      Investor Fund, L.P.

                  

                
	 	 
	 	
                  By:

                	
                  /s/
                    Lyman O. Heidtke, G.P.

                
	 	 	
                  Name:

                	
                  Lyman
                    O. Heidtke (“Buzz”)

                
	 	 	
                  Title:

                	
                  General
                    Partner

                


        

         

        
          	 	Notice
                  to: 	 	
                   

                
	 	 	 	 
	 	 	 	
                   

                


        

        
           

          
            
               

            

            
              
                [Signature
                  page to Registration Rights Agreement]

              

              
                

              

            

            
               

            

          

           
IN
          WITNESS WHEREOF, the parties hereto have caused this Registration Rights
          Agreement to be duly executed by their respective authorized persons as
          of the
          date first indicated above.

      

    

    
      
         

        
          	
                   

                	
                  
                    PURCHASER:

                  

                
	 	
                  
                    Barron
                      Partners, L.P.

                  

                
	 	 
	 	
                  By:

                	
                  /s/
                    Andrew Worden

                
	 	 	
                  Name:

                	
                  Andrew
                    Barron Worden

                
	 	 	
                  Title:

                	
                  Managing
                    Partner

                


        

         

        
          	 	Notice
                  to: 	 	
                   

                
	 	 	 	 
	 	 	 	
                   

                


        

        
           

          
            
               

            

            
              
                [Signature
                  page to Registration Rights Agreement]

              

              
                

              

            

            
               

            

          

           

        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      
         

        
          	
                   

                	
                  
                    PURCHASER:

                  

                
	 	
                  
                    JCAR
                      Funds Ltd.

                  

                
	 	 
	 	
                  By:

                	
                  /s/
                    Jon Carnes

                
	 	 	
                  Name:

                	
                  Jon
                    Carnes

                
	 	 	
                  Title:

                	
                  President

                


        

         

        
          	 	Notice
                  to: 	 	
                   

                
	 	 	 	 
	 	 	 	
                   

                


        

        
           

          
            
               

            

            
              
                [Signature
                  page to Registration Rights Agreement]

              

              
                

              

            

            
               

            

          

           

        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      
         

        
          	
                   

                	
                  
                    PURCHASER:

                  

                
	 	
                  
                    Steve
                      Mazur

                  

                
	 	 
	 	
                  By:

                	
                  /s/
                    Steve Mazur

                
	 	 	
                  Name:

                	
                  Steve
                    Mazur

                
	 	 	
                   

                	
                   

                


        

         

        
          	 	Notice
                  to: 	 	
                   

                
	 	 	 	 
	 	 	 	
                   

                


        

        
           

          
            
               

            

            
              
                [Signature
                  page to Registration Rights Agreement]

              

              
                

              

            

            
               

            

          

           

        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      
         

        
          	
                   

                	
                  
                    PURCHASER:

                  

                
	 	
                  
                    William
                      Denkin

                  

                
	 	 
	 	
                  By:

                	
                  /s/
                    William Denkin

                
	 	 	
                  Name:

                	
                  William
                    Denkin

                
	 	 	
                   

                	
                   

                


        

         

        
          	 	Notice
                  to: 	 	
                  William
                    Denkin

                
	 	 	 	CRT Capital
                  Group
                  LLC
	 	 	 	
                  262
                    Harbor Drive

                
	 	 	 	
                  Stamford,
                    CT 06902

                


        

        
           

          
            
               

            

            
              
                [Signature
                  page to Registration Rights Agreement]

              

              
                

              

            

            
               

            

          

           

        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      
         

        
          	
                   

                	
                  
                    PURCHASER:

                  

                
	 	
                  
                    Ray
                      Rivers

                  

                
	 	 
	 	
                  By:

                	
                  /s/
                    Ray Rivers

                
	 	 	
                  Name:

                	
                  Ray
                    Rivers

                
	 	 	
                   

                	
                   

                


        

         

        
          	 	Notice
                  to: 	 	
                   

                
	 	 	 	 
	 	 	 	
                   

                


        

        
           

          
            
               

            

            
              
                [Signature
                  page to Registration Rights Agreement]

              

              
                

              

            

            
               

            

          

           

        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      
         

        
          	
                   

                	
                  
                    PURCHASER:

                  

                
	 	
                  
                    Ronald
                      Nash

                  

                
	 	 
	 	
                  By:

                	
                  /s/
                    Ronald Nash

                
	 	 	
                  Name:

                	
                  Ronald
                    Nash

                
	 	 	
                   

                	
                   

                


        

         

        
          	 	Notice
                  to: 	 	
                   

                
	 	 	 	 
	 	 	 	
                   

                


        

        
           

          
            
               

            

            
              
                [Signature
                  page to Registration Rights Agreement]

              

              
                

              

            

            
               

            

          

           

        

      

    

    Schedule
      I

    Purchasers

     

    


     

    Kagel
      Family Trust

    WestPark
      Capital Financial Services, LLC

    Vision
      Opportunity Master Fund, Ltd.

    MidSouth
      Investor Fund, L.P.

    Barron
      Partners, LP

    JCAR
      Funds Ltd.

    Steve
      Mazur

    William
      Denkin

    Ray
      Rivers

    Ronald
      Nash

    ____________

    *
      Further
      to the Purchase Agreement, up to an additional $57,656.67 of Convertible Notes
      may be issued by the Company. Further to Section 7(a) of the Agreement, these
      parties shall be deemed Purchasers hereunder and this Schedule I shall be
      revised accordingly.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
      II

    Initially
      Registrable Securities

    
       

      
        	
                Investor

              	
                 

              	
                Common
                  Shares Underlying

                Convertible
                  Notes for Initial Registration*

              
	
                 

              	
                 

              	
                 

              
	
                Barron
                  Partners, LP

              	
                 

              	
                3,080,669

              
	
                Vision
                  Opportunity Master Fund, Ltd.

              	
                 

              	
                1,721,550

              
	
                MidSouth
                  Investor Fund LP

              	
                 

              	
                453,039

              
	
                WestPark
                  Capital Financial Services, LLC

              	
                 

              	
                226,520

              
	
                JCAR
                  Funds Ltd.

              	
                 

              	
                362,431

              
	
                Steve
                  Mazur

              	
                 

              	
                90,608

              
	
                William
                  Denkin

              	
                 

              	
                90,608

              
	
                Ray
                  Rivers

              	
                 

              	
                90,608

              
	
                Ronald
                  Nash

              	
                 

              	
                90,608

              
	
                Kagel
                  Family Trust

              	
                 

              	
                45,304

              


      

       

      ____________

    

    *
      This
      table gives effect to the Purchasers to date in the Purchase Agreement, totaling
      an aggregate anticipated registration of up to 6,629,408 shares of Common Stock
      underlying Convertible Notes, of which 6,251,943 are eligible for registration
      under the Initial Registration Statement based on the Company’s Common Stock
      outstanding on the date hereof. Further to the Purchase Agreement, up to an
      additional $57,656.67
      of
      Convertible Notes may be issued by the Company. Assuming the sale of a maximum
      number of Notes, an aggregate of 6,251,943 shares of Common Stock underlying
      the
      Convertible Notes will still be offered in the Initial Registration Statement,
      however the securities offered by the Purchasers listed here will be
      proportionately decreased and this Schedule II shall be revised accordingly
      to allow for registration on a proportional basis by the other participating
      Purchaser(s).


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

    Plan
      of Distribution

     

    The
      selling security holders and any of their pledgees, donees, assignees and
      successors-in-interest may, from time to time, sell any or all of their shares
      of common stock being offered under this prospectus on any stock exchange,
      market or trading facility on which shares of our common stock are traded or
      in
      private transactions. These sales may be at fixed or negotiated prices. The
      selling security holders may use any one or more of the following methods when
      disposing of shares:

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              to
                cover short sales made after the date that the registration statement
                of
                which this prospectus is a part is declared effective by the
                Commission;

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

            	
              a
                combination of any of these methods of sale;
                and

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      shares may also be sold under Rule 144 under the Securities Act of 1933, as
      amended (“Securities Act”), if available, rather than under this prospectus. The
      selling security holders have the sole and absolute discretion not to accept
      any
      purchase offer or make any sale of shares if they deem the purchase price to
      be
      unsatisfactory at any particular time.

     

    The
      selling security holders may pledge their shares to their brokers under the
      margin provisions of customer agreements. If a selling security holder defaults
      on a margin loan, the broker may, from time to time, offer and sell the pledged
      shares.

     

    Broker-dealers
      engaged by the selling security holders may arrange for other broker-dealers
      to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the selling security holders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, which
      commissions as to a particular broker or dealer may be in excess of customary
      commissions to the extent permitted by applicable law.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
      sales
      of shares offered under this prospectus are made to broker-dealers as
      principals, we would be required to file a post-effective amendment to the
      registration statement of which this prospectus is a part. In the post-effective
      amendment, we would be required to disclose the names of any participating
      broker-dealers and the compensation arrangements relating to such
      sales.

     

    The
      selling security holders and any broker-dealers or agents that are involved
      in
      selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
      sales. Commissions received by these broker-dealers or agents and any profit
      on
      the resale of the shares purchased by them may be deemed to be underwriting
      commissions or discounts under the Securities Act. Any broker-dealers or agents
      that are deemed to be underwriters may not sell shares offered under this
      prospectus unless and until we set forth the names of the underwriters and
      the
      material details of their underwriting arrangements in a supplement to this
      prospectus or, if required, in a replacement prospectus included in a
      post-effective amendment to the registration statement of which this prospectus
      is a part.

     

    The
      selling security holders and any other persons participating in the sale or
      distribution of the shares offered under this prospectus will be subject to
      applicable provisions of the Exchange Act, and the rules and regulations under
      that act, including Regulation M. These provisions may restrict activities
      of,
      and limit the timing of purchases and sales of any of the shares by, the selling
      security holders or any other person. Furthermore, under Regulation M, persons
      engaged in a distribution of securities are prohibited from simultaneously
      engaging in market making and other activities with respect to those securities
      for a specified period of time prior to the commencement of such distributions,
      subject to specified exceptions or exemptions. All of these limitations may
      affect the marketability of the shares.

     

    If
      any of
      the shares of common stock offered for sale pursuant to this prospectus are
      transferred other than pursuant to a sale under this prospectus, then subsequent
      holders could not use this prospectus until a post-effective amendment or
      prospectus supplement is filed, naming such holders. We offer no assurance
      as to
      whether any of the selling security holders will sell all or any portion of
      the
      shares offered under this prospectus.

     

    We
      have
      agreed to pay all fees and expenses we incur incident to the registration of
      the
      shares being offered under this prospectus. However, each selling security
      holder and purchaser is responsible for paying any discounts, commissions and
      similar selling expenses they incur.

     

    We
      and
      the selling security holders have agreed to indemnify one another against
      certain losses, damages and liabilities arising in connection with this
      prospectus, including liabilities under the Securities Act.