Exhibit
      10.2

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    THIS
      REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
      is
      made and entered into as of 6th
      day of
      November, 2007, by and among Genesis
      Pharmaceuticals Enterprises, Inc., a Florida corporation
      (the
“Company”),
      and
Pope
      Investments, LLC,
      a
      Delaware limited liability company, and the other investors who execute this
      Agreement. (collectively,
      the “Investors” and each, an “Investor”).
      Unless
      defined otherwise, capitalized terms herein shall have the identical meaning
      as
      in the Securities Purchase Agreement of even date herewith (the “Purchase
      Agreement”), by and among the Company and the Investors.

     

    PRELIMINARY
      STATEMENT

    


    WHEREAS,
      pursuant
      to the Purchase Agreement, the Investors are purchasing the Company’s 6%
      convertible subordinated debentures due November 30, 2010 in the principal
      amount of $5,000,000 (the “Debentures”), with such Debentures being initially
      convertible into shares of the Company’s common stock, par value $0.001 per
      share (“Common Stock”) at a conversion price of $0.25 per share, subject to
      adjustment, and (ii) common stock purchase warrants (the “Warrants”) to purchase
      10,000,000 shares of Common Stock at $0.32 per share (the shares of Common
      Stock
      that are issuable upon conversion of the Debentures, and the shares of Common
      Stock that are issuable upon exercise of the Warrants, are referred to
      collectively hereinafter as the “Shares”); and

    


    WHEREAS,
      the
      ability of the Investors to sell their Shares is subject to certain restrictions
      under the 1933 Act; and

    


    WHEREAS,
      as a
      condition to purchase of the Debentures and Warrants pursuant to the Purchase
      Agreement, the Company has agreed to provide the Investors with a mechanism
      that
      will permit the Investors to sell the Shares in the future.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and of the mutual covenants and agreements, and
      subject to the terms and conditions herein contained, the parties hereto hereby
      agree as follows:

     

    ARTICLE
      I

     

    INCORPORATION
      BY REFERENCE

     

    1.1.     Incorporation
      by Reference.
      The
      foregoing recitals and the Exhibits attached hereto and referred to herein,
      are
      hereby acknowledged to be true and accurate, and are incorporated herein by
      this
      reference.

     

    1.2.     Supersedes
      Other Agreements.
      This
      Agreement, to the extent that it is inconsistent with any other instrument
      or
      understanding among the parties relating to the subject matter of this
      Agreement, shall supersede such instrument or understanding to the fullest
      extent permitted by law. A copy of this Agreement shall be filed at the
      Company’s principal office.

     

    1.3.     Definitions.
      All
      terms defined in the Purchase Agreement and used in this Agreement shall have
      the same meanings in this Agreement as in the Purchase Agreement. As used in
      this Agreement the following terms shall have the meanings hereinafter set
      forth.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    (i)     “Excusable
      Reason”
shall
      have the meaning set forth in Section 2.6 of this Agreement.

     

    (ii)     “Filing
      Date”
shall
      mean, with respect to the Initial Registration Statement, the 90th
      calendar
      day following the date hereof and, with respect to any Subsequent Registration
      Statements, the later of (a) ninety (90) days after the Company receives a
      demand for registration of additional Registrable Securities or (b) the earliest
      practical date on which the Company is permitted by SEC Guidance to file such
      additional Registration Statement related to the Registrable Securities. If
      any
      Filing Date or Required Effectiveness Date occurs on a date which is either
      (x)
      a Saturday, Sunday or day on which banks in the State or New York are authorized
      or required to be closed on all or part of the normal business day or (y) the
      SEC is closed for all or a portion of the business day, the Filing Date or
      Required Effective Date, as the case may be, shall the next day which is not
      a
      day described in clauses (x) or (y).

     

    (iii)     “Initial
      Registration Statement”
shall
      mean the Registration Statement filed pursuant to Section 2.2 of this
      Agreement.

     

    (iv)     “Subsequent
      Registration Statements”
shall
      mean one or more Registration Statements filed pursuant to Section 2.3 of this
      Agreement.

     

    (v)     “Registrable
      Securities”
shall
      mean and include the Shares issuable upon conversion of the Debentures and
      upon
      exercise of the Warrants issued pursuant to the Purchase Agreement and upon
      issuance of shares of Common Stock issued pursuant to the liquidated damages
      provisions of this Agreement or the Purchase Agreement and upon issuance of
      Shares pursuant to Section 6.10 of the Purchase Agreement. As to any particular
      Registrable Securities, such securities will cease to be Registrable Securities
      when (a) they have been effectively registered under the 1933 Act and disposed
      of in accordance with the registration statement covering them, (b) they are
      or
      may be freely traded without registration pursuant to Rule 144, or (c) they
      have
      been otherwise transferred and new certificates for them not bearing a
      restrictive legend have been issued by the Company and the Company shall not
      have “stop transfer” instructions against them. 

     

    (vi)     “Registration
      Expenses”
shall
      mean all expenses incident to the Company’s performance of or compliance with
      its obligations under this Agreement, including, without limitation, all
      registration, filing, listing, stock exchange and NASD fees, all fees and
      expenses of complying with state securities or blue sky laws (including fees,
      disbursements and other charges of counsel for the underwriters only in
      connection with blue sky filings), all word processing, duplicating and printing
      expenses, messenger and delivery expenses, the fees, disbursements and other
      charges of counsel for the Company and one counsel for the Investors (whose
      fees
      and disbursements will not exceed $7,500), the fees, disbursements and other
      charges of the Company’s independent public accountants, including the expenses
      incurred in connection with “cold comfort” letters required by or incident to
      such performance and compliance, any fees and disbursements of underwriters
      customarily paid by the issuer of securities, but excluding from the definition
      of Expenses underwriting and discounts and brokerage commissions and applicable
      transfer taxes, if any, or legal and other expenses incurred by any sellers
      other than the one counsel selected by the holders of a majority of the
      Registrable Securities to the extent provided in this Section 1.3(vi), which
      discounts, commissions, transfer taxes and legal and other expenses shall be
      borne by the seller or sellers of Registrable Securities in all
      cases.

     

    (vii)     “Registration
      Statement”
shall
      mean the registration statement required to be filed pursuant to Section 2.2
      of
      this Agreement hereunder and any additional registration statements contemplated
      by Section 2.3, 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 or deemed to be incorporated by reference in such registration
      statement.

     

    (viii)     “Required
      Effective Date”
shall
      mean the first to occur of (i) the 180th
      calendar
      day following the date hereof, (ii) ten (10) days following the receipt of
      a “No
      Review” or similar letter from the SEC or (iii) the third (3rd) business day
      following the day the Company receives notice from the SEC that the SEC has
      determined that the Registration Statement eligible to be declared effective
      without further comments by the SEC; provided, however, that in no event shall
      the Required Effective Date of a Subsequent Registration Statement be earlier
      than the earliest date on which, based on SEC Guidance, the SEC will declare
      effective such Additional Registration Statement. 

     

    
      
         

      

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

     

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

     

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

     

    (xii)     “SEC
      Guidance”
means
      (i) any publicly-available written or oral guidance, comments, requirements
      or
      requests of the Commission staff and (ii) the Securities Act.

     

    ARTICLE
      II

     

    REQUIRED
      REGISTRATION OF REGISTRABLE SECURITIES

     

    2.1.     Registrable
      Securities.
      The
      Company shall file one or more Registration Statements covering the Registrable
      Securities as provided in Sections 2.2 and 2.3 of this Agreement.

     

    2.2.     Registration
      of Registrable Securities.
      The
      Company shall prepare and file the Initial Registration Statement covering
      the
      sale of such number of shares of the Registrable Securities as the Investors
      shall elect by written notice to the Company, and absent such election, covering
      the sale of all of the Registrable Securities issuable upon conversion of the
      Debentures and exercise of the Warrants. The Company shall use its best efforts
      to cause the Registration Statement to be declared effective by the SEC on
      the
      Required Effective Date. Subject to SEC Guidance on the number of Shares which
      may be registered pursuant to Rule 415, nothing contained in this Agreement
      shall be deemed to limit the number of Registrable Securities to be registered
      by the Company hereunder. As a result, should the Registration Statement not
      relate to the maximum number of Registrable Securities acquired by (or
      potentially acquirable by) the holders of the Shares of the Company issued
      to
      the Investor pursuant to the Purchase Agreement and the Warrants, other than
      as
      a result of the election by the holder thereof not to have Shares included
      in
      the Registration Statement (unless such election was made with a view to meeting
      the SEC Guidance relating to Rule 415), the Company shall be required to
      promptly file a separate registration statement (utilizing Rule 462 promulgated
      under the 1933 Act, if applicable, to the extent that it may do so) relating
      to
      such Registrable Securities which then remain unregistered, subject to the
      SEC
      Guidance on the earliest day on which such Registration Statement may be filed.
      The provisions of this Agreement shall relate to any such separate registration
      statement as if it were an amendment to the Registration Statement. No shares
      of
      Common Stock or other securities shall be included in the Initial or any
      Subsequent Registration Statement other than Shares issued or issuable to the
      Investors and their transferees who hold Registrable Securities; it being
      understood that the Initial and Subsequent Registration Statements shall relate
      solely to Registrable Securities, and the Company shall not file any
      registration statement with respect to other securities if the effect thereof
      would be to impair the ability of the Investors to have registered the maximum
      number of Registrable Securities which are permitted based on SEC Guidance.
      

     

    
      
         

      

      
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    2.3.     Subsequent
      Registration.
      Subject
      to the limitations of Section 2.2, at any time and from time to time, the
      Investors may request the registration under the 1933 Act on a Subsequent
      Registration Statement of all or part of the Registrable Securities not
      previously sold or subject to an effective registration statement. Subject
      to
      the conditions of Section 2.6 of this Agreement, the Company shall use its
      commercially reasonable best efforts to file such registration statement under
      the 1933 Act by the Filing Date and have the Subsequent Registration Statement
      declared effective by the Required Effective Date. The Company shall notify
      the
      Investor promptly when any such Registration Statement has been declared
      effective. The parties intend that all Registrable Securities are to be
      registered pursuant to this Section 2.2, and that this Section 2.3 is intended
      to provide the Investors with registration rights in the event that all of
      the
      Registrable Securities are not included in the Registration Statement required
      by Section 2.2, either because the number of Registrable Securities had to
      be
      reduced in order for the offering to be deemed a secondary offering under Rule
      415 based on SEC Guidance or because the Investors believed that the SEC
      Guidance would not permit the registration of all of the Registrable Securities.
      If more than eighty percent (80%) of the Shares have been registered and sold
      (either pursuant to the Registration Statement or Rule 144), the Company’s
      obligations under this Article II shall terminate. 

     

    2.4.     Registration
      Statement Form.
      Registrations under Section 2.2 and Section 2.3 shall be on the appropriate
      registration form of the SEC as shall permit the disposition of such Registrable
      Securities in accordance with the intended method or methods of disposition
      specified in the Registration Statement; provided, however, such intended method
      of disposition shall not include an underwritten offering of the Registrable
      Securities.

     

    2.5.     Expenses.
      The
      Company will pay all Registration Expenses in connection with any Initial or
      Subsequent Registration Statement or any registration statement in which
      Registrable Securities are included pursuant to Article III of this Agreement.
      

     

    2.6.     Effective
      Registration Statement.
      A
      Initial or Subsequent Registration Statement shall not be deemed to have been
      effected, other than for an Excusable Reason, as hereinafter defined, (i) unless
      a registration statement with respect thereto has become effective, provided
      that a registration which does not become effective after the Company filed
      a
      registration statement with respect thereto solely by reason of the refusal
      to
      proceed of any holder of Registrable Securities (other than a refusal to proceed
      based upon the advice of counsel in the form of a letter signed by such counsel
      and provided to the Company relating to a disclosure matter unrelated to such
      holder) shall be deemed to have been effected by the Company, (ii) if, after
      it
      has become effective, such registration statement becomes subject to any stop
      order, injunction or other order or extraordinary requirement of the SEC or
      other governmental agency or court for any reason and such stop order or other
      action continues in effect for five trading days or (iii) if, after it has
      become effective, such registration ceases to be effective for more than twenty
      (20) days other than for an Excusable Reason, including any failure of the
      Company to keep the registration statement current. An “Excusable
      Reason”
means
      the occurrence of negotiations with respect to a material agreement prior to
      either the announcement of the execution of the agreement or the termination
      of
      the negotiations with respect to such proposed agreement and other similar
      material corporate events to which the Company is a party or expects to be
      a
      party if, in the reasonable judgment of the Company, disclosure of the
      negotiations or other event would be adverse to the best interests of the
      Company provided that the Company is continuing to treat such negotiations
      as
      confidential and provided further that the period during which the Company
      is
      precluded from filing the registration statement (or suspended the use of an
      effective registration statement) as a result thereof has not exceeded twenty
      (20) trading days in the aggregate, and provided further that the Company shall
      not be permitted to avoid filing a registration statement (or to suspend the
      use
      of an effective registration statement) for an Excusable Reason more than one
      time in any twelve-month period. An Excusable Reason shall also include acts
      of
      God and closure of the SEC.

     

    
      
         

      

      
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    2.7.     Plan
      of
      Distribution.
      The
      Company hereby agrees that the Registration Statement shall include a plan
      of
      distribution section reasonably acceptable to the Investors; provided, however,
      such plan of distribution section shall be modified by the Company so as to
      not
      provide for the disposition of the Registrable Securities on the basis of an
      underwritten offering.

     

    2.8.     Liquidated
      Damages.

     

    (i)     In
      the
      event (a) the Registration Statement is not declared effective by the Required
      Effectiveness Date, or (b) if the Registrable Securities are registered pursuant
      to an effective Registration Statement and such Registration Statement or other
      Registration Statement(s) demanded by Investor including the Registrable
      Securities is not effective in the period from the Required Effective Date
      through two years following the date hereof other than for an Excusable Reason,
      the Company shall, for each such day (y) after the Required Effectiveness Date
      that the Registration Statement shall not have been declared effective, or
      (z)
      during which the Registration Statement is not effective as required by clause
      (c) of this Section 2.8(i), issue to the Investor at the Investor’s option, as
      liquidated damages and not as a penalty, either $1,643.83 or 6,575 shares of
      Common Stock for any such day (based on a 365 day working calendar year), such
      issuance shall be made no later than the tenth business day of the calendar
      month next succeeding the month in which such day occurs; provided, however,
      that if the Registration Statement does not cover, or registration has not
      been
      requested for, whether as a result of SEC Guidance with respect to Rule 415
      or
      otherwise, the Registrable Securities issuable upon conversion of the Debentures
      that were issued by the Company, the liquidated damages per day shall be the
      percentage of either $1,643.83 or 6,575 shares that the number of Registrable
      Securities then subject to, or proposed to be included in, the Registration
      Statement bears to the total number Registrable Securities issued or issuable
      upon conversion of all of the Debentures that were initially issued to the
      Investors. However, in no event shall the Company be required to pay any
      liquidated damages under this Section 2.8 in an amount exceeding either
      $600,000, 2,400,000 shares of Common Stock, or a combination thereof based
      upon
      12% liquidated damages in the aggregate (as adjusted pursuant to the terms
      of
      the Debenture). Any Registrable Securities which has been sold pursuant to
      a
      Registration Statement shall not be deemed to be Shares covered by the
      Registration Statement.

     

    (ii)     Notwithstanding
      the provisions of Section 2.8(i), no fractional shares shall be issued. Any
      fractional shares which would otherwise be issued on any date on which Common
      Stock is to be issued pursuant to Section 2.8(i) of this Agreement, shall be
      carried forward; provided, however, that if, at the expiration of the period
      during which liquidated damages is payable there remains a fractional shall
      which has not been applied to liquidated damages, the Company shall have no
      further obligation to issue such fractional share.

     

    (iii)     In
      no
      event shall the Company be required to pay any liquidated damages in the event
      that the failure of the registration statement to be declared effective on
      the
      Required Effective Date results in whole or in part from either (a) the failure
      of any Investor to provide information relating to the Investor and its proposed
      method of sale or any other information concerning the Investor that is required
      to be included in the registration statement or (b) any delays resulting from
      questions raised by the SEC or any other regulatory agency, market or exchange
      concerning any Investor or the affiliates of any Investor.

     

    (iv)     The
      parties hereto agree that the liquidated damages provided for in this Section
      2.8 constitute a reasonable estimate of the damages that may be incurred by
      the
      Investor by reason of the failure of the Registration Statement(s) to be filed
      or declared effective in accordance with the provisions hereof.

     

    (v)     The
      obligation of the Company terminates when the Investor no longer holds more
      than
      ten percent (10%) of the Registrable Securities, based on the number of
      Registrable Securities initially issuable pursuant to the Purchase Agreement
      and
      any shares issued due to adjustments in these transaction documents and the
      Warrants.

     

    
      
         

      

      
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    ARTICLE
      III

     

    INCIDENTAL
      REGISTRATION RIGHTS

     

    3.1.     Right
      To Include (“Piggy-Back”) Registrable Securities.
      Provided that the Registrable Securities have not been registered, if at any
      time after the date hereof but before the second anniversary of the date hereof,
      the Company proposes to register any of its securities under the 1933 Act (other
      than by a registration in connection with an acquisition in a manner which
      would
      not permit registration of Registrable Securities for sale to the public, on
      Form S-8, or any successor form thereto, on Form S-4, or any successor form
      thereto and other than pursuant to Section 2), on an underwritten basis (either
      best-efforts or firm-commitment), then, the Company will each such time give
      prompt written notice to all holders of Registrable Securities of its intention
      to do so and of such holders of Registrable Securities’ rights under this
      Section 3.1. Upon the written request of any such holders of Registrable
      Securities made within ten (10) days after the receipt of any such notice (which
      request shall specify the Registrable Securities intended to be disposed of
      by
      such holders of Registrable Securities and the intended method of disposition
      thereof), the Company will, subject to the terms of this Agreement, use its
      commercially reasonable best efforts to effect the registration under the 1933
      Act of the Registrable Securities, to the extent requisite to permit the
      disposition (in accordance with the intended methods thereof as aforesaid)
      of
      such Registrable Securities so to be registered, by inclusion of such
      Registrable Securities in the registration statement which covers the securities
      which the Company proposes to register, provided that if, at any time after
      written notice of its intention to register any securities and prior to the
      effective date of the registration statement filed in connection with such
      registration, the Company shall determine for any reason either not to register
      or to delay registration of such securities, the Company may, at its election,
      give written notice of such determination to each holders of Registrable
      Securities and, thereupon, (i) in the case of a determination not to register,
      shall be relieved of this obligation to register any Registrable Securities
      in
      connection with such registration (but not from its obligation to pay the
      Registration Expenses in connection therewith), without prejudice, however,
      to
      the rights of any holder or holders of Registrable Securities entitled to do
      so
      to request that such registration be effected as a registration under Section
      2,
      and (ii) in the case of a determination to delay registering, shall be permitted
      to delay registering any Registrable Securities, for the same period as the
      delay in registering such other securities. No registration effected under
      this
      Section 3.1 shall relieve the Company of its obligation under Section 2 of
      this
      Agreement other than with respect to Registrable Securities registered and
      sold
      pursuant to such registration statement. The Company will pay all Registration
      Expenses in connection with each registration of Registrable Securities
      requested pursuant to this Section 3.1.

     

    3.2.     Priority
      In Incidental Registrations.
      If the
      managing underwriter of the underwritten offering contemplated by this Section
      3
      shall inform the Company and holders of the Registrable Securities requesting
      such registration by letter of its belief that the number of securities
      requested to be included in such registration exceeds the number which can
      be
      sold in such offering, then the Company will include in such registration,
      to
      the extent of the number which the Company is so advised can be sold in such
      offering, (i) first securities proposed by the Company to be sold for its own
      account, and (ii) second to holders of securities having demand registration
      rights and exercising such rights in connection with such registration
      statement, (iii) third Registrable Securities, and for (iv) fourth to securities
      of other selling security holders (including officers, directors and 5%
      stockholders, subject to any lock-up agreements with such persons) who requested
      to be included in such registration.

     

    
      
         

      

      
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    ARTICLE
      IV

     

    REGISTRATION
      PROCEDURES

     

    4.1.     Registration
      Procedures.
      If and
      whenever the Company is required to effect the registration of any Registrable
      Securities under the 1933 Act as provided in Section 2.2 and, as applicable,
      2.3, the Company shall, as expeditiously as possible:

     

    (i)     prepare
      and file with the SEC the Registration Statement, or amendments thereto, to
      effect such registration (including such audited financial statements as may
      be
      required by the 1933 Act or the rules and regulations promulgated thereunder)
      and thereafter use its commercially reasonable best efforts to cause such
      registration statement to be declared effective by the SEC, as soon as
      practicable, but in any event no later than the Required Effectiveness Date
      (with respect to a registration pursuant to Section 2.2); provided, however,
      that before filing such registration statement or any amendments thereto, the
      Company will furnish to the counsel selected by the holders of Registrable
      Securities which are to be included in such registration, copies of all such
      documents proposed to be filed;

     

    (ii)     with
      respect to any Initial or Subsequent Registration Statement, prepare and file
      with the SEC such amendments and supplements to such Registration Statement
      and
      the prospectus used in connection therewith as may be necessary to keep such
      registration statement effective and to comply with the provisions of the 1933
      Act with respect to the disposition of all Registrable Securities covered by
      such registration statement until the earlier to occur of (i) the date as of
      which the Investor may sell all of the Registrable Securities covered by such
      Registration Statement without restriction pursuant to Rule 144(k) (or any
      successor thereto) promulgated under the 1933 Act and is not otherwise
      prohibited by the SEC or any statute, rule, regulation or other applicable
      law
      from selling any such Registrable Securities pursuant to such Rule (subject
      to
      the right of the Company to suspend the effectiveness thereof for an Excusable
      Reason (each a “Black-Out
      Period”))
      or
      (ii) such time as all of the securities which are the subject of such
      registration statement cease to be Registrable Securities (such period, in
      each
      case, the “Registration
      Maintenance Period”).
      The
      Company shall notify the Investors within twenty four (24) hours prior to any
      Black-Out Period;

     

    (iii)     furnish
      to each holder of Registrable Securities covered by such registration statement
      such number of conformed copies of such registration statement and of each
      such
      amendment and supplement thereto (in each case including all exhibits), such
      number of copies of the prospectus contained in such registration statement
      (including each preliminary prospectus and any summary prospectus) and any
      other
      prospectus filed under Rule 424 under the 1933 Act, in conformity with the
      requirements of the 1933 Act, and such other documents, as such holder of
      Registrable Securities and underwriter, if any, may reasonably request in order
      to facilitate the public sale or other disposition of the Registrable Securities
      owned by such holder of Registrable Securities; 

     

    (iv)     use
      its
      commercially reasonable best efforts to register or qualify all Registrable
      Securities and other securities covered by such registration statement under
      such other U.S. federal or state securities laws or U.S. state blue sky laws
      as
      any U.S. holder of Registrable Securities thereof shall reasonably request,
      to
      keep such registrations or qualifications in effect for so long as such
      registration statement remains in effect, and take any other action which may
      be
      reasonably necessary to enable such holder of Registrable Securities to
      consummate the disposition in such jurisdictions of the securities owned by
      such
      holder of Registrable Securities, except that the Company shall not for any
      such
      purpose be required to qualify generally to do business as a foreign corporation
      in any jurisdiction wherein it would not but for the requirements of this
      subdivision (iv) be obligated to be so qualified or to consent to general
      service of process in any such jurisdiction;

     

    (v)     use
      its
      commercially reasonable best efforts to cause all Registrable Securities covered
      by such registration statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to enable the U.S.
      holder of Registrable Securities thereof to consummate the disposition of such
      Registrable Securities;

     

    
      
         

      

      
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    (vi)     furnish
      to each holder of Registrable Securities who requests, a signed counterpart,
      addressed to such holder of Registrable Securities, and the underwriters, if
      any, of an opinion of counsel for the Company, dated the effective date of
      such
      registration statement (or, if such registration includes an underwritten public
      offering, an opinion dated the date of the closing under the underwriting
      agreement), such opinion to be in the form filed as Exhibit 5 to the
      registration statement, and

     

    (vii)     notify
      the Investors and their counsel promptly and confirm such advice in writing
      promptly after the Company has knowledge thereof:

     

    (a)
      when
      the Registration Statement, the prospectus or any prospectus supplement related
      thereto or post-effective amendment to the Registration Statement has been
      filed, and, with respect to the Registration Statement or any post-effective
      amendment thereto, when the same has become effective;

     

    (b)
      of
      any request by the SEC for amendments or supplements to the Registration
      Statement or the prospectus or for additional information;

     

    (c)
      of
      the issuance by the SEC of any stop order suspending the effectiveness of the
      Registration Statement or the initiation of any proceedings by any Person for
      that purpose; and

     

    (d)
      of
      the receipt by the Company of any notification with respect to the suspension
      of
      the qualification of any Registrable Securities for sale under the securities
      or
      blue sky laws of any jurisdiction or the initiation or threat of any proceeding
      for such purpose;

     

    (viii)     notify
      each holder of Registrable Securities covered by such registration statement,
      at
      any time when a prospectus relating thereto is required to be delivered under
      the 1933 Act, upon discovery that, or upon the happening of any event as a
      result of which, the prospectus included in such registration statement, as
      then
      in effect, includes an untrue statement of a material fact or omits to state
      any
      material facts required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances then existing, and
      at
      the request of any such holder of Registrable Securities promptly prepare and
      furnish to such holder of Registrable Securities a reasonable number of copies
      of a supplement to or an amendment of such prospectus as may be necessary so
      that, as thereafter delivered to the purchasers of such securities, such
      prospectus shall not include 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 not misleading in the light of the circumstances then
      existing;

     

    (ix)     use
      its
      commercially reasonable best efforts to obtain the withdrawal of any order
      suspending the effectiveness of the Registration Statement at the earliest
      possible moment;

     

    (x)     otherwise
      use its commercially reasonable best efforts to comply with all applicable
      rules
      and regulations of the SEC, and make available to its security holders, as
      soon
      as reasonably practicable, an earnings statement covering the period of at
      least
      twelve months, but not more than eighteen months, beginning with the first
      full
      calendar month after the effective date of such registration statement, which
      earnings statement shall satisfy the provisions of Section 11(a) of the 1933
      Act
      and Rule 158 thereunder;

     

    (xi)     enter
      into such agreements and take such other actions as the Investors shall
      reasonably request in writing (at the expense of the requesting or benefiting
      Investors) in order to expedite or facilitate the disposition of such
      Registrable Securities; and

     

    
      
         

      

      
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    (xii)     use
      its
      commercially reasonable best efforts to list all Registrable Securities covered
      by such registration statement on any securities exchange on which any of the
      Registrable Securities are then listed.

     

      The
      Company may require each holder of Registrable Securities as to which any
      registration is being effected to furnish the Company such information regarding
      such holder of Registrable Securities and the distribution of such securities
      as
      the Company may from time to time reasonably request in writing. In this
      connection, the Investors shall 

     

    (a)
      furnish the information as to any shares of Common Stock or other securities
      of
      the Company owned by the holder, the holder’s proposed plan of distribution, any
      relationship between the holder and the Company and any other information which
      the Company reasonably requests in connection with the preparation of the
      registration statement and update such information immediately upon the
      occurrence of any events or condition which make the information concerning
      the
      Seller inaccurate in any material respect;

     

    (b)
      not
      sell any Registrable Securities pursuant to the registration statement except
      in
      the manner set forth in the Registration Statement;

     

    (c)
      comply with the prospectus delivery requirements and the provisions of
      Regulation M of the SEC pursuant to the 1933 Act to the extent that such
      regulation is applicable to the holder; 

     

    (d)
      not
      sell
      or otherwise transfer or distribute any Registrable Securities if the holder
      possesses any material nonpublic information concerning the
      Company.

     

    4.2.     The
      Company will not file any registration statement pursuant to Section 2.2 or
      Section 2.3, or amendment thereto or any prospectus or any supplement thereto
      to
      which the Investors shall reasonably object, provided that the Company may
      file
      such documents in a form required by law or upon the advice of its
      counsel.

     

    4.3.     The
      Company represents and warrants to each holder of Registrable Securities that
      it
      has obtained all necessary waivers, consents and authorizations necessary to
      execute this Agreement and consummate the transactions contemplated hereby
      other
      than such waivers, consents and/or authorizations specifically contemplated
      by
      the Purchase Agreement.

     

    4.4.     Each
      holder of Registrable Securities agrees that, upon receipt of any notice from
      the Company of the occurrence of any event of the kind described in subdivision
      (viii) of Section 4.1, such Holder will forthwith discontinue such holder of
      Registrable Securities’ disposition of Registrable Securities pursuant to the
      Registration Statement relating to such Registrable Securities until such holder
      of Registrable Securities’ receipt of the copies of the supplemented or amended
      prospectus contemplated by subdivision (viii) of Section 4.1 and, if so directed
      by the Company, will deliver to the Company (at the Company’s expense) all
      copies, other than permanent file copies, then in such Holder’s possession of
      the prospectus relating to such Registrable Securities current at the time
      of
      receipt of such notice.

     

    ARTICLE
      V

     

    UNDERWRITTEN
      OFFERINGS 

     

    5.1.     Incidental
      Underwritten Offerings.
      If the
      Company at any time proposes to register any of its securities under the 1933
      Act as contemplated by Section 3.1 and such securities are to be distributed
      by
      or through one or more underwriters, the Company will, if requested by any
      holder of Registrable Securities as provided in Section 3.1 and subject to
      the
      provisions of Section 3.2, use its commercially reasonable best efforts to
      arrange for such underwriters to include all the Registrable Securities to
      be
      offered and sold by such holder among the securities to be distributed by such
      underwriters. In no event shall any Investors be deemed an underwriter for
      purposes of this Agreement. This Article V shall not apply to any Registrable
      Securities theretofore registered pursuant to Article II of this
      Agreement.

     

    
      
         

      

      
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    5.2.     Participation
      In Underwritten Offerings.
      No
      holder of Registrable Securities may participate in any underwritten offering
      under Section 3.1 unless such holder of Registrable Securities (i) agrees to
      sell such Person’s securities on the basis provided in any underwriting
      arrangements approved, subject to the terms and conditions hereof, by the
      holders of a majority of Registrable Securities to be included in such
      underwritten offering and (ii) completes and executes all questionnaires,
      indemnities, underwriting agreements and other documents (other than powers
      of
      attorney) required under the terms of such underwriting arrangements.
      Notwithstanding the foregoing, no underwriting agreement (or other agreement
      in
      connection with such offering) shall require any holder of Registrable
      Securities to make a representation or warranty to or agreements with the
      Company or the underwriters other than representations and warranties contained
      in a writing furnished by such holder of Registrable Securities expressly for
      use in the related registration statement or representations, warranties or
      agreements regarding such holder of Registrable Securities, such holder’s
      Registrable Securities and such holder’s intended method of distribution and any
      other representation required by law.

     

    5.3.     Preparation;
      Reasonable Investigation.
      In
      connection with the preparation and filing of each registration statement under
      the 1933 Act pursuant to this Agreement, the Company will give the holders
      of
      Registrable Securities registered under such registration statement, and their
      respective counsel and accountants, the opportunity to participate in the
      preparation of such registration statement, each prospectus included therein
      or
      filed with the SEC, and each amendment thereof or supplement thereto, and will
      give each of them such access to its books and records and such opportunities
      to
      discuss the business of the Company with its officers and the independent public
      accountants who have certified its financial statements as shall be necessary,
      in the reasonable opinion of such holders’ and such underwriters’ respective
      counsel, to conduct a reasonable investigation within the meaning of the 1933
      Act.

     

    ARTICLE
      VI

     

    INDEMNIFICATION

     

    6.1.     Indemnification
      by the Company.
      In the
      event of any registration of any securities of the Company under the 1933 Act,
      the Company will, and hereby does agree to indemnify and hold harmless the
      holder of any Registrable Securities covered by such registration statement,
      its
      directors and officers, each other Person who participates as an underwriter
      in
      the offering or sale of such securities and each other Person, if any, who
      controls such holder or any such underwriter within the meaning of the 1933
      Act
      against any losses, claims, damages or liabilities, joint or several, to which
      such holder or any such director or officer or underwriter or controlling person
      may become subject under the 1933 Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions or proceedings, whether commenced
      or
      threatened, in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in any
      registration statement under which such securities were registered under the
      1933 Act, any preliminary prospectus, final prospectus or summary prospectus
      contained therein, or any amendment or supplement thereto, or any omission
      or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, and the Company
      will
      reimburse such holder and each such director, officer, underwriter and
      controlling person for any legal or any other expenses reasonably incurred
      by
      them in connection with investigating or defending any such loss, claim,
      liability, action or proceeding, provided that the Company shall not be liable
      in any such case to the extent that any such loss, claim, damage, liability,
      (or
      action or proceeding in respect thereof) or expense arises out of or is based
      upon an untrue statement or alleged untrue statement or omission or alleged
      omission made in such registration statement, any such preliminary prospectus,
      final prospectus, summary prospectus, amendment or supplement in reliance upon
      and in conformity with written information furnished to the Company by such
      holder or underwriter stating that it is for use in the preparation thereof
      and,
      provided further that the Company shall not be liable to any Person who
      participates as an underwriter in the offering or sale of Registrable Securities
      or to any other Person, if any, who controls such underwriter within the meaning
      of the 1933 Act, in any such case to the extent that any such loss, claim,
      damage, liability (or action or proceeding in respect thereof) or expense arises
      out of such Person’s failure to send or give a copy of the final prospectus, as
      the same may be then supplemented or amended, within the time required by the
      1933 Act to the Person asserting the existence of an untrue statement or alleged
      untrue statement or omission or alleged omission at or prior to the written
      confirmation of the sale of Registrable Securities to such Person if such
      statement or omission was corrected in such final prospectus or an amendment
      or
      supplement thereto. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of such holder or any
      such
      director, officer, underwriter or controlling person and shall survive the
      transfer of such securities by such holder.

     

    
      
         

      

      
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    6.2.     Indemnification
      by the Investor.
      The
      Company may require, as a condition to including any Registrable Securities
      in
      any registration statement filed pursuant to this Agreement, that the Company
      shall have received an undertaking satisfactory to it from the prospective
      holder of such Registrable Securities, to indemnify and hold harmless (in the
      same manner and to the same extent as set forth in Section 6.1) the Company,
      each director of the Company, each officer of the Company and each other Person,
      if any, who controls the Company within the meaning of the 1933 Act, with
      respect to any statement or alleged statement in or omission or alleged omission
      from such registration statement, any preliminary prospectus, final prospectus
      or summary prospectus contained therein, or any amendment or supplement thereto,
      if such statement or alleged statement or omission or alleged omission was
      made
      in reliance upon and in conformity with written information furnished to the
      Company through an instrument duly executed by such holder of Registrable
      Securities specifically stating that it is for use in the preparation of such
      registration statement, preliminary prospectus, final prospectus, summary
      prospectus, amendment or supplement. Any such indemnity shall remain in full
      force and effect, regardless of any investigation made by or on behalf of the
      Company or any such director, officer or controlling person and shall survive
      the transfer of such securities by the Investor. The indemnification by the
      Investor
      shall be
      limited to Fifty Thousand ($50,000) Dollars.

     

    6.3.     Notices
      Of Claims, Etc.
      Promptly after receipt by an indemnified party of notice of the commencement
      of
      any action or proceeding involving a claim referred to in Sections 6.1 and
      Section 6.2, such indemnified party will, if claim in respect thereof is to
      be
      made against an indemnifying party, give written notice to the latter of the
      commencement of such action, provided that the failure of any indemnified party
      to give notice as provided herein shall not relieve the indemnifying party
      of
      its obligations under Sections 6.1 and Section 6.2, except to the extent that
      the indemnifying party is actually prejudiced by such failure to give notice.
      In
      case any such action is brought against an indemnified party, unless in such
      reasonable judgment of
      counsel to the indemnified party, a
      conflict of interest,
      as
      hereinafter defined,
      between
      such indemnified and indemnifying parties may exist in respect of such claim,
      the indemnifying party shall be entitled to participate in and to assume the
      defense thereof, jointly with any other indemnifying party similarly notified,
      to the extent that the indemnifying party may wish, with counsel reasonably
      satisfactory to such indemnified party, and after notice from the indemnifying
      party to such indemnified party of its election so to assume the defense
      thereof, the indemnifying party shall not be liable to such indemnified party
      for any legal or other expenses subsequently incurred by the latter in
      connection with the defense thereof other than reasonable costs of
      investigation. No indemnifying party shall, without the consent of the
      indemnified party, consent to entry of any judgment or enter into any settlement
      of any such action which does not include as an unconditional term thereof
      the
      giving by the claimant or plaintiff to such indemnified party of a release
      from
      all liability, or a covenant not to sue, in respect to such claim or litigation.
      No indemnified party shall consent to entry of any judgment or enter into any
      settlement of any such action the defense of which has been assumed by an
      indemnifying party without the consent of such indemnifying party.
      If the
      defendants in any action covered by this Section 6.3 include both the
      indemnified party and the indemnifying party and counsel for the indemnified
      party shall have reasonably concluded that there may be reasonable defenses
      available to it which are different from or additional to those available to
      the
      indemnifying party or if the interests of the indemnified party reasonably
      may
      be deemed to conflict with the interests of the indemnifying party
      (collectively, a “conflict of interest”), the indemnified parties, as a group,
      shall have the right to select one separate counsel and to assume such legal
      defenses and otherwise to participate in the defense of such action, with the
      reasonable expenses and fees of such separate counsel and other expenses related
      to such participation to be reimbursed by the indemnifying party. Such counsel
      shall be selected by the holders of a majority of the shares of Common Stock
      having an indemnity claim against the Company, whether pursuant to this
      Agreement or any other agreements which provide such or similar
      indemnity.

     

    
      
         

      

      
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    6.4.     Other
      Indemnification.
      Indemnification similar to that specified in Sections 6.1 and Section 6.2 (with
      appropriate modifications) shall be given by the Company and each holder of
      Registrable Securities (but only if and to the extent required pursuant to
      the
      terms herein) with respect to any required registration or other qualification
      of securities under any Federal or state law or regulation of any governmental
      authority, other than the 1933 Act.

     

    6.5.     Indemnification
      Payments.
      The
      indemnification required by Sections 6.1 and Section 6.2 shall be made by
      periodic payments of the amount thereof during the course of the investigation
      or defense, as and when bills are received or expense, loss, damage or liability
      is incurred.

     

    6.6.     Contribution.

     

    (i)     If
      the
      indemnification provided for in Sections 6.1 and Section 6.2 is unavailable
      to
      an indemnified party in respect of any expense, loss, claim, damage or liability
      referred to therein, 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 expense, loss, claim, damage or liability
      (i) in such proportion as is appropriate to reflect the relative benefits
      received by the Company on the one hand and the holder of Registrable Securities
      or underwriter, as the case may be, on the other from the distribution of the
      Registrable Securities or (ii) if the allocation provided by clause (i) above
      is
      not permitted by applicable law, in such proportion as is appropriate to reflect
      not only the relative benefits referred to in clause (i) above but also the
      relative fault of the Company on the one hand and of the holder of Registrable
      Securities or underwriter, as the case may be, on the other in connection with
      the statements or omissions which resulted in such expense, loss, damage or
      liability, as well as any other relevant equitable considerations. The relative
      benefits received by the Company on the one hand and the holder of Registrable
      Securities or underwriter, as the case may be, on the other in connection with
      the distribution of the Registrable Securities shall be deemed to be in the
      same
      proportion as the total net proceeds received by the Company from the initial
      sale of the Registrable Securities by the Company to the purchasers bear to
      the
      gain, if any, realized by all selling holders participating in such offering
      or
      the underwriting discounts and commissions received by the underwriter, as
      the
      case may be. The relative fault of the Company on the one hand and of the holder
      of Registrable Securities or underwriter, as the case may be, on the other
      shall
      be determined by reference to, among other things, whether the untrue or alleged
      untrue statement of a material fact or omission to state a material fact relates
      to information supplied by the Company, by the holder of Registrable Securities
      or by the underwriter and the parties’ relative intent, knowledge, access to
      information supplied by the Company, by the holder of Registrable Securities
      or
      by the underwriter and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or omission,
      provided that the foregoing contribution agreement shall not inure to the
      benefit of any indemnified party if indemnification would be unavailable to
      such
      indemnified party by reason of the provisions contained herein, and in no event
      shall the obligation of any indemnifying party to contribute under this Section
      6.6 exceed the amount that such indemnifying party would have been obligated
      to
      pay by way of indemnification if the indemnification provided for hereunder
      had
      been available under the circumstances.

     

    (ii)     The
      Company and the holders of Registrable Securities agree that it would not be
      just and equitable if contribution pursuant to this Section 6.6 were determined
      by pro rata allocation (even if the holders of Registrable Securities and any
      underwriters were treated as one entity for such purpose) or by any other method
      of allocation that does not take account of the equitable considerations
      referred to in the immediately preceding paragraph. The amount paid or payable
      by an indemnified party as a result of the losses, claims, damages and
      liabilities referred to in the immediately preceding paragraph shall be deemed
      to include, subject to the limitations set forth herein, any legal or other
      expenses reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim.

     

    
      
         

      

      
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    (iii)     Notwithstanding
      the provisions of this Section 6.6, no holder of Registrable Securities or
      underwriter shall be required to contribute any amount in excess of the amount
      by which (i) in the case of any such holder, the net proceeds received by such
      holder from the sale of Registrable Securities in the applicable Registration
      Statement or (ii) in the case of an underwriter, the total price at which the
      Registrable Securities purchased by it and distributed to the public were
      offered to the public exceeds, in any such case, the amount of any damages
      that
      such holder or underwriter has otherwise been required to pay by reason of
      such
      untrue or alleged untrue statement or omission. No Person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
      be
      entitled to contribution from any person who was not guilty of such fraudulent
      misrepresentation.

     

    ARTICLE
      VII

     

    RULE
      144

     

    


    7.1.     Rule
      144.
      The
      Company shall use its commercially reasonable efforts to file in a timely manner
      the reports required to be filed by the Company under the 1933 Act and the
      1934
      Act (including but not limited to the reports under Sections 13 and 15(d) of
      the
      1934 Act referred to in subparagraph (c) of Rule 144) and the rules and
      regulations adopted by the SEC thereunder (or, if the Company is not required
      to
      file such reports, will, upon the request of any holder of Registrable
      Securities, make publicly available other information) and will take such
      further action as any holder of Registrable Securities may reasonably request,
      all to the extent required from time to time to enable such holder to sell
      Registrable Securities without registration under the 1933 Act within the
      limitation of the exemptions provided by (a) Rule 144, or (b) any similar rule
      or regulation hereafter adopted by the SEC. Upon the request of any holder
      of
      Registrable Securities, the Company will deliver to such holder a written
      statement as to whether it has complied with the requirements of this Section
      7.1.

     

    ARTICLE
      VIII

     

    MISCELLANEOUS
      

     

    


    8.1.     Amendments
      And Waivers.
      This
      Agreement may be amended and the Company may take any action herein prohibited,
      or omit to perform any act herein required to be performed by it, only if the
      Company shall have obtained the written consent to such amendment, action or
      omission to act, of the holder or holders of fifty-one percent (51%) or more
      of
      the sum of the Shares issued at such time, plus Shares issuable upon conversion
      of the Debentures or exercise of the Warrants (if such Securities were not
      fully
      exercised or converted in full as of the date such consent if sought without
      regard to the 4.9% Limitation, as defined in the Purchase Agreement). Each
      holder of any Registrable Securities at the time or thereafter outstanding
      shall
      be bound by any consent authorized by this Section 8.1, whether or not such
      Registrable Securities shall have been marked to indicate such
      consent.

     

    8.2.     Nominees
      For Beneficial Owners.
      In the
      event that any Registrable Securities are held by a nominee for the beneficial
      owner thereof, the beneficial owner thereof shall be treated as the holder
      of
      such Registrable Securities for purposes of any request or other action by
      any
      holder or holders of Registrable Securities pursuant to this Agreement or any
      determination of any number of percentage of shares of Registrable Securities
      held by a holder or holders of Registrable Securities contemplated by this
      Agreement. The Company may require assurances reasonably satisfactory to it
      of
      such owner’s beneficial ownership or such Registrable Securities.

     

    
      
         

      

      
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    8.3.     Notices.
      Except
      as
      otherwise provided in this Agreement, all notices, requests and other
      communications to any Person provided for hereunder shall be in writing and
      shall be given to such Person (a) in the case of a party hereto other than
      the
      Company, addressed to such party in the manner set forth in the Purchase
      Agreement or at such other address as such party shall have furnished to the
      Company in writing, or (b) in the case of any other holder of Registrable
      Securities, at the address that such holder shall have furnished to the Company
      in writing, or, until any such other holder so furnishes to the Company an
      address, then to and at the address of the last holder of such Registrable
      Securities who has furnished an address to the Company, or (c) in the case
      of
      the Company, at the address set forth on the signature page hereto, to the
      attention of its President, or at such other address, or to the attention of
      such other officer, as the Company shall have furnished to each holder of
      Registrable Securities at the time outstanding. Each such notice, request or
      other communication shall be effective (i) upon receipt after such communication
      is deposited in the mail with first class postage prepaid, addressed as
      aforesaid or (ii) if given by any other means (including, without limitation,
      by
      fax or air courier), when delivered at the address specified above, provided
      that any such notice, request or communication shall not be effective until
      received, and provided, further, that notice by fax shall not be deemed received
      unless receipt is acknowledged.

     

    8.4.     Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto. In addition, and whether or not any express assignment
      shall have been made, the provisions of this Agreement which are for the benefit
      of the parties hereto other than the Company shall also be for the benefit
      of
      and enforceable by any subsequent holder of any Registrable Securities. Each
      of
      the Holders of the Registrable Securities agrees, by accepting any portion
      of
      the Registrable Securities after the date hereof, to the provisions of this
      Agreement including, without limitation, appointment of a representative (the
      “Investor’s Representative”) to act on behalf of such Holder pursuant to the
      terms hereof which such actions shall be made in the good faith discretion
      of
      the Investor’s Representative and be binding on all persons for all
      purposes.

     

    8.5.     Descriptive
      Headings.
      The
      descriptive headings of the several sections and paragraphs of this Agreement
      are inserted for reference only and shall not limit or otherwise affect the
      meaning hereof.

     

    8.6.     Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, without giving effect to applicable principles of
      conflicts of law.

     

    8.7.     Jurisdiction.
      If any
      action is brought among the parties with respect to this Agreement or otherwise,
      by way of a claim or counterclaim, the parties agree that in any such action,
      and on all issues, the parties irrevocably waive their right to a trial by
      jury.
      Exclusive jurisdiction and venue for any such action shall be the State or
      Federal Courts serving the City, County and State of New York. In the event
      suit
      or action is brought by any party under this Agreement to enforce any of its
      terms, or in any appeal therefrom, it is agreed that the prevailing party shall
      be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial
      court, and/or appellate court if such party prevails on substantially all
      disputed matters.

     

    8.8.     Entire
      Agreement.
      This
      Agreement, together with the Purchase Agreement, embodies the entire agreement
      and understanding between the Company and each other party hereto relating
      to
      the subject matter hereof and supersedes all prior agreements and understandings
      relating to such subject matter.

     

    8.9.     Severability.
      If any
      provision of this Agreement, or the application of such provisions to any Person
      or circumstance, shall be held invalid, the remainder of this Agreement, or
      the
      application of such provision to Persons or circumstances other than those
      to
      which it is held invalid, shall not be affected thereby.

     

    
      
         

      

      
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    8.10.     Binding
      Effect.
      All the
      terms and provisions of this Agreement whether so expressed or not, shall be
      binding upon, inure to the benefit of, and be enforceable by the parties and
      their respective administrators, executors, legal representatives, heirs,
      successors and assignees. 

     

    8.11.     Preparation
      of Agreement.
      This
      Agreement shall not be construed more strongly against any party regardless
      of
      who is responsible for its preparation. The parties acknowledge each contributed
      and is equally responsible for its preparation. 

     

    8.12.     Failure
      or Indulgence Not Waiver; Remedies Cumulative.
      No
      failure or delay on the part of any party hereto in the exercise of any right
      hereunder shall impair such right or be construed to be a waiver of, or
      acquiescence in, any breach of any representation, warranty, covenant or
      agreement herein, nor shall nay single or partial exercise of any such right
      preclude other or further exercise thereof or of any other right. All rights
      and
      remedies existing under this Agreement are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    8.13.     Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same agreement. A facsimile transmission of this signed Agreement shall
      be legal and binding on all parties hereto. 

     

    [SIGNATURES
      ON FOLLOWING PAGE]


    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Investor and the Company have as of the date first written above executed this
      Agreement.

    


    
      	GENESIS PHARMACEUTICALS
              ENTERPRISES, INC.	 
	 	 
	
              By:

            	 /s/
              Cao Wubo  	 
	 	
              Cao
                Wubo,
                Chief Executive Officer

            	 
	 	 	 


    

     

    
      INVESTOR

    

    
      


      
        	
                POPE
                  INVESTMENTS, LLC

              	 
	
                By:
                  Pope Asset Management, LLC, Manager

              	 
	 	 
	 	
                /s/
                  William P. Wells    

              	 
	 	Name: William P. Wells	 
	 	Title: President	 
	 	 	 
	 	
                5100
                  Poplar Avenue

              	 
	 	
                Suite
                  805

              	 
	 	
                Memphis,
                  Tennessee 38137

              	 


      

       



    


     

    


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