EXHIBIT 10.10
REGISTRATION RIGHTS AGREEMENT


     REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 15, 2002,
by  and  among  Torbay  Holdings,  Inc.,  a  Delaware  corporation,  with  its
headquarters  located  at  4  Mulford Place, Suite 2G, Hempstead, New York 11550
(the  "COMPANY"),  and  each  of the undersigned (together with their respective
affiliates  and  any  assignee  or  transferee of all of their respective rights
hereunder,  the  "INITIAL  INVESTORS").

WHEREAS:

   A.  In  connection  with  the  Securities Purchase Agreement by and among the
parties  hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"), the
Company  has  agreed,  upon  the  terms  and subject to the conditions contained
therein,  to  issue and sell to the Initial Investors (i) convertible debentures
in  the  aggregate  principal  amount  of  up  to  Five Hundred Thousand Dollars
($500,000)  (the "DEBENTURES") that are convertible into shares of the Company's
common stock (the "COMMON STOCK"), upon the terms and subject to the limitations
and  conditions  set  forth  in  such  Debentures  and  (ii)  warrants (the
"WARRANTS")  to  acquire  an aggregate of 1,500,000 shares of Common Stock, upon
the terms and conditions and subject to the limitations and conditions set forth
in  the  Warrants  dated  May  15,  2002;  and

   B. To  induce  the  Initial  Investors to execute and deliver the Securities
Purchase  Agreement,  the  Company  has  agreed  to provide certain registration
rights  under  the  Securities  Act  of  1933,  as  amended,  and  the rules and
regulations  thereunder,  or  any  similar  successor statute (collectively, the
"1933  ACT"),  and  applicable  state  securities  laws;

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

1.   DEFINITIONS.
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          A.   As used in this Agreement, the following terms shall have the
               following meanings:

               (i) "INVESTORS" means the Initial Investors and any transferee or
          assignee who agrees to become bound by the provisions of this
          Agreement in accordance with Section 9 hereof.

               (ii) "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
          registration effected by preparing and filing a Registration Statement
          or Statements in compliance with the 1933 Act and pursuant to Rule 415
          under the 1933 Act or any successor rule providing for offering
          securities on a continuous basis ("RULE 415"), and the declaration or
          ordering of effectiveness of such Registration Statement by the United
          States Securities and Exchange Commission (the "SEC").

               (iii) "REGISTRABLE SECURITIES" means the Conversion Shares issued
          or issuable upon conversion or otherwise pursuant to the Debentures
          and Additional Debentures (as

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          defined  in  the  Securities  Purchase  Agreement)  including, without
          limitation,  Damages  Shares  (as defined in the Debentures) issued or
          issuable  pursuant to the Debentures, shares of Common Stock issued or
          issuable  in  payment  of  the  Standard Liquidated Damages Amount (as
          defined  in  the  Securities  Purchase  Agreement),  shares  issued or
          issuable  in respect of interest or in redemption of the Debentures in
          accordance  with  the terms thereof) and Warrant Shares issuable, upon
          exercise or otherwise pursuant to the Warrants and Additional Warrants
          (as  defined  in the Securities Purchase Agreement), and any shares of
          capital  stock  issued or issuable as a dividend on or in exchange for
          or  otherwise  with  respect  to  any  of  the  foregoing.

               (iv) "REGISTRATION STATEMENT" means a registration statement of
          the Company under the 1933 Act.

          b. Capitalized terms used herein and not otherwise defined herein
          shall have the respective meanings set forth in the Securities
          Purchase Agreement or the Convertible Debenture.



2.     REGISTRATION.
       ------------
               a.  MANDATORY REGISTRATION. The Company shall prepare, and, on or
          prior  to thirty (30) days from the date of Closing (as defined in the
          Securities  Purchase Agreement) (the "FILING DATE"), file with the SEC
          a  Registration  Statement  on  Form  S-3 (or, if Form S-3 is not then
          available, on such form of Registration Statement as is then available
          to effect a registration of the Registrable Securities, subject to the
          consent  of  the  Initial  Investors,  which  consent  will  not  be
          unreasonably  withheld)  covering  the  resale  of  the  Registrable
          Securities  underlying  the Debentures and Warrants issued or issuable
          pursuant  to  the  Securities  Purchase  Agreement, which Registration
          Statement,  to  the  extent allowable under the 1933 Act and the rules
          and  regulations  promulgated  thereunder  (including Rule 416), shall
          state  that such Registration Statement also covers such indeterminate
          number  of  additional  shares  of Common Stock as may become issuable
          upon  conversion  of  or  otherwise  pursuant  to  the  Debentures and
          exercise  of  the  Warrants  to  prevent dilution resulting from stock
          splits,  stock dividends or similar transactions. The number of shares
          of  Common  Stock  initially  included  in such Registration Statement
          shall  be no less than an amount equal to two (2) times the sum of the
          number  of Conversion Shares that are then issuable upon conversion of
          the  Debentures  and  Additional  Debentures  (based  on  the Variable
          Conversion  Price as would then be in effect and assuming the Variable
          Conversion Price is the Conversion Price at such time), and the number
          of  Warrant  Shares  that  are  then  issuable  upon  exercise  of the
          Warrants,  without  regard to any limitation on the Investor's ability
          to  convert  the  Debentures  or  exercise  the  Warrants. The Company
          acknowledges  that  the  number  of  shares  initially included in the
          Registration Statement represents a good faith estimate of the maximum
          number  of  shares issuable upon conversion of the Debentures and upon
          exercise  of  the  Warrants.

               b.  UNDERWRITTEN  OFFERING.  If  any  offering  pursuant  to  a
          Registration  Statement  pursuant  to  Section 2(a) hereof involves an
          underwritten  offering,  the  Investors  who  hold  a majority in
          interest  of  the  Registrable Securities subject to such underwritten
          offering,  with  the  consent of a majority-in-interest of the Initial
          Investors,  shall  have  the  right to select one legal counsel and an
          investment banker or bankers and manager or managers to administer the

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          offering,  which  investment  banker or bankers or manager or managers
          shall  be  reasonably  satisfactory  to  the  Company.

               c.  PAYMENTS  BY  THE  COMPANY.  The  Company  shall use its best
          efforts  to obtain effectiveness of the Registration Statement as soon
          as  practicable.  If  (i)  the  Registration Statement(s) covering the
          Registrable Securities required to be filed by the Company pursuant to
          Section  2(a)  hereof  is  not  filed  by  the Filing Date or declared
          effective  by the SEC on or prior to ninety (90) days from the date of
          Closing,  or  (ii)  after the Registration Statement has been declared
          effective  by  the  SEC,  sales  of  all of the Registrable Securities
          cannot  be  made  pursuant to the Registration Statement, or (iii) the
          Common  Stock  is  not  listed or included for quotation on the Nasdaq
          National  Market  ("NASDAQ"),  the  Nasdaq  SmallCap  Market  ("NASDAQ
          SMALLCAP"),  the  New York Stock Exchange (the "NYSE") or the American
          Stock  Exchange  (the  "AMEX")  after  being so listed or included for
          quotation,  or  (iv)  the  Common  Stock  ceases  to  be traded on the
          Over-the-Counter Bulletin Board (the "OTCBB") prior to being listed or
          included  for quotation on one of the aforementioned markets, then the
          Company  will  make  payments  to the Investors in such amounts and at
          such  times  as  shall  be determined pursuant to this Section 2(c) as
          partial  relief for the damages to the Investors by reason of any such
          delay  in  or  reduction  of  their  ability  to  sell the Registrable
          Securities  (which remedy shall not be exclusive of any other remedies
          available  at  law or in equity). The Company shall pay to each holder
          of  the  Debentures  or  Registrable Securities an amount equal to the
          then  outstanding principal amount of the Debentures (and, in the case
          of  holders  of  Registrable  Securities,  the  principal  amount  of
          Debentures  from  which  such  Registrable  Securities were converted)
          ("OUTSTANDING  PRINCIPAL  AMOUNT"),  multiplied  by  the  Applicable
          Percentage  (as  defined  below)  times  the sum of: (i) the number of
          months  (prorated for partial months) after the Filing Date or the end
          of the aforementioned ninety (90) day period and prior to the date the
          Registration  Statement  is  declared  effective by the SEC, provided,
          however,  that  there  shall  be  excluded from such period any delays
          which  are solely attributable to changes required by the Investors in
          the Registration Statement with respect to information relating to the
          Investors,  including,  without  limitation,  changes  to  the plan of
          distribution,  or  to  the  failure  of the Investors to conduct their
          review of the Registration Statement pursuant to Section 3(h) below in
          a  reasonably  prompt  manner; (ii) the number of months (prorated for
          partial months) that sales of all of the Registrable Securities cannot
          be  made pursuant to the Registration Statement after the Registration
          Statement  has been declared effective (including, without limitation,
          when  sales  cannot  be  made  by  reason  of the Company's failure to
          properly  supplement  or  amend  the  prospectus  included  therein in
          accordance  with  the  terms of this Agreement, but excluding any days
          during  an  Allowed  Delay (as defined in Section 3(f)); and (iii) the
          number  of  months (prorated for partial months) that the Common Stock
          is  not  listed or included for quotation on the OTCBB, Nasdaq, Nasdaq
          SmallCap,  NYSE  or  AMEX  or that trading thereon is halted after the
          Registration  Statement  has  been  declared  effective.  The  term
          "APPLICABLE  PERCENTAGE"  means two hundredths (.02). (For example, if
          the  Registration  Statement becomes effective one (1) month after the
          end  of  such thirty-day period, the Company would pay $5,000 for each
          $250,000  of  Outstanding Principal Amount. If thereafter, sales could
          not  be  made pursuant to the Registration Statement for an additional
          period  of  one  (1) month, the Company would pay an additional $5,000
          for each $250,000 of Outstanding Principal Amount.) Such amounts shall
          be  paid  in  cash  or, at each Investor's option, in shares of Common
          Stock priced at the Conversion Price (as defined in the Debentures) on
          such  payment  date.
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               d. PIGGY-BACK REGISTRATIONS. Subject to the last sentence of this
          Section  2(d),  if  at  any  time  prior  to  the  expiration  of  the
          Registration  Period  (as  hereinafter  defined)  the  Company  shall
          determine to file with the SEC a Registration Statement relating to an
          offering  for  its own account or the account of others under the 1933
          Act  of  any  of its equity securities (other than on Form S-4 or Form
          S-8  or  their  then  equivalents  relating to equity securities to be
          issued  solely  in  connection  with  any acquisition of any entity or
          business or equity securities issuable in connection with stock option
          or  other  employee  benefit  plans),  the  Company shall send to each
          Investor  who  is  entitled  to registration rights under this Section
          2(d)  written notice of such determination and, if within fifteen (15)
          days  after  the effective date of such notice, such Investor shall so
          request  in  writing,  the  Company shall include in such Registration
          Statement  all or any part of the Registrable Securities such Investor
          requests  to  be  registered,  except  that if, in connection with any
          underwritten  public  offering  for  the  account  of  the Company the
          managing  underwriter(s)  thereof  shall  impose  a  limitation on the
          number  of  shares  of  Common  Stock  which  may  be  included in the
          Registration  Statement  because,  in  such  underwriter(s)' judgment,
          marketing  or  other  factors  dictate such limitation is necessary to
          facilitate public distribution, then the Company shall be obligated to
          include  in  such  Registration Statement only such limited portion of
          the  Registrable  Securities  with  respect to which such Investor has
          requested  inclusion  hereunder  as  the underwriter shall permit. Any
          exclusion  of  Registrable Securities shall be made pro rata among the
          Investors  seeking  to include Registrable Securities in proportion to
          the  number  of  Registrable  Securities sought to be included by such
          Investors;  provided,  however, that the Company shall not exclude any
          Registrable  Securities  unless  the  Company  has  first excluded all
          outstanding  securities,  the  holders  of  which  are not entitled to
          inclusion of such securities in such Registration Statement or are not
          entitled  to  pro  rata inclusion with the Registrable Securities; and
          provided,  further,  however,  that,  after  giving  effect  to  the
          immediately preceding proviso, any exclusion of Registrable Securities
          shall  be  made  pro  rata with holders of other securities having the
          right to include such securities in the - Registration Statement other
          than  holders  of securities entitled to inclusion of their securities
          in  such  Registration  Statement  by  reason  of  demand registration
          rights.  No right to registration of Registrable Securities under this
          Section  2(d)  shall  be  construed to limit any registration required
          under  Section 2(a) hereof. If an offering in connection with which an
          Investor  is  entitled  to  registration under this Section 2(d) is an
          underwritten offering, then each Investor whose Registrable Securities
          are  included  in  such Registration Statement shall, unless otherwise
          agreed  by  the Company, offer and sell such Registrable Securities in
          an  underwritten  offering  using the same underwriter or underwriters
          and,  subject  to  the provisions of this Agreement, on the same terms
          and  conditions  as  other  shares  of  Common  Stock included in such
          underwritten  offering.  Notwithstanding  anything to the contrary set
          forth  herein,  the  registration  rights of the Investors pursuant to
          this  Section  2(d)  shall  only be available in the event the Company
          fails  to  timely file, obtain effectiveness or maintain effectiveness
          of  any Registration Statement to be filed pursuant to Section 2(a) in
          accordance  with  the  terms  of  this  Agreement.

             e.  ELIGIBILITY FOR FORM S-3, SB-2 OR S-1: CONVERSION TO FORM S-3.
          The Company represents and warrants that it meets the requirements for
          the  use of Form S-3, ---- SB-2 or S-1 for registration of the sale by
          the  Initial  Investors  and  any  other  Investors of the Registrable
          Securities.  The  Company  agrees  to  file all reports required to be
          filed  by  the Company with the SEC in a timely manner so as to remain
          eligible  or  become  eligible,  as the case may be, and thereafter to
          maintain  its  eligibility, for the use of Form S-3. If the Company is
          not  currently  eligible  to  use  Form  S-3,  not later than five (5)
          business  days  after  the  Company  first  meets  the
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          registration  eligibility  and transaction requirements for the use of
          Form  S-3  (or  any  successor form) for registration of the offer and
          sale  by  the Initial Investors and any other Investors of Registrable
          Securities,  the  Company  shall file a Registration Statement on Form
          S-3  (or  such  successor  form)  with  respect  to  the  Registrable
          Securities  covered by the Registration Statement on Form SB-2 or Form
          S-1,  whichever  is  applicable,  filed  pursuant to Section 2(a) (and
          include  in  such  Registration  Statement on Form S-3 the information
          required  by  Rule 429 under the 1933 Act) or convert the Registration
          Statement  on  Form  SB-2  or Form S-1, whichever is applicable, filed
          pursuant  to Section 2(a) to a Form S-3 pursuant to Rule 429 under the
          1933  Act and cause such Registration Statement (or such amendment) to
          be declared effective no later than forty-five (45) days after filing.
          In  the  event  of  a  breach by the Company of the provisions of this
          Section  2(e),  the Company will be required to make payments pursuant
          to  Section  2(c)  hereof.

3. OBLIGATIONS OF THE COMPANY.
   --------------------------
     In  connection  with  the  registration  of the Registrable Securities, the
Company  shall  have  the  following  obligations:


                    a. The Company shall prepare promptly, and file with the SEC
               not later than the Filing Date, a Registration Statement with
               respect to the number of Registrable Securities provided in
               Section 2(a), and thereafter use its best efforts to cause such
               Registration Statement relating to Registrable Securities to
               become effective as soon as possible after such filing but in no
               event later than ninety (90) days from the date of Closing), and
               keep the Registration Statement effective pursuant to Rule 415 at
               all times until such date as is the earlier of (i) the date on
               which all of the Registrable Securities have been sold and (ii)
               the date on which the Registrable Securities (in the opinion of
               counsel to the Initial Investors) may be immediately sold to the
               public without registration or restriction (including without
               limitation as to volume by each holder thereof) under the 1933
               Act (the "REGISTRATION PERIOD"), which Registration Statement
               (including any amendments or supplements thereto and prospectuses
               contained therein) shall not contain any 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.

                    b. The Company shall prepare and file with the SEC such
               amendments (including post-effective amendments) and supplements
               to the Registration Statements and the prospectus used in
               connection with the Registration Statements as may be necessary
               to keep the Registration Statements effective at all times during
               the Registration Period, and, during such period, comply with the
               provisions of the 1933 Act with respect to the disposition of all
               Registrable Securities of the Company covered by the Registration
               Statements until such time as all of such Registrable Securities
               have been disposed of in accordance with the intended methods of
               disposition by the seller or sellers thereof as set forth in the
               Registration Statements. In the event the number of shares
               available under a Registration Statement filed pursuant to this
               Agreement is insufficient to cover all of the Registrable
               Securities issued or issuable upon conversion of the Debentures
               and exercise of the Warrants, the Company shall amend the
               Registration Statement, or file a new Registration Statement (on
               the short form available therefor, if applicable), or both, so as
               to cover all of the Registrable Securities, in each case, as soon
               as practicable, but in any event within fifteen (15) days after
               the necessity therefor arises (based on the market price of the
               Common Stock and other relevant factors on which the Company
               reasonably elects to rely). The Company shall use its best
               efforts to cause such

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               amendment  and/or  new  Registration  Statement  to  become
               effective  as  soon  as practicable following the filing thereof,
               but  in any event within thirty (30) days after the date on which
               the  Company  reasonably  first  determines (or reasonably should
               have  determined)  the  need  therefor. The provisions of Section
               2(c)  above  shall be applicable with respect to such obligation,
               with  the  ninety  (90)  days  running  from  the day the Company
               reasonably  first  determines  (or  reasonably  should  have
               determined)  the  need  therefor.

                    c.  The  Company  shall  furnish  to  each  Investor  whose
               Registrable  Securities  are included in a Registration Statement
               and its legal counsel (i) promptly (but in no event more than two
               (2)  business  days)  after  the  same  is  prepared and publicly
               distributed,  filed with the SEC, or received by the Company, one
               copy  of  each  Registration Statement and any amendment thereto,
               each  preliminary prospectus and prospectus and each amendment or
               supplement  thereto,  and,  in  the  case  of  the  Registration
               Statement  referred to in Section 2(a), each letter written by or
               on  behalf of the Company to the SEC or the staff of the SEC, and
               each item of correspondence from the SEC or the staff of the SEC,
               in  each case relating to such Registration Statement (other than
               any  portion  of any thereof which contains information for which
               the Company has sought confidential treatment), and (ii) promptly
               (but  in  no  event  more  than  two (2) business days) after the
               Registration  Statement  is  declared  effective by the SEC, such
               number  of  copies  of  a  prospectus,  including  a  preliminary
               prospectus,  and  all amendments and supplements thereto and such
               other  documents as such Investor may reasonably request in order
               to facilitate the disposition of the Registrable Securities owned
               by  such  Investor.  The  Company  will  immediately  notify each
               Investor  by  facsimile of the effectiveness of each Registration
               Statement  or  any  post-effective  amendment.  The  Company will
               promptly  (but  in  no  event  more  than five (5) business days)
               respond  to  any  and  all  comments received from the SEC (which
               comments  shall  promptly be made available to the Investors upon
               request), with a view towards causing each Registration Statement
               or  any  amendment thereto to be declared effective by the SEC as
               soon  as practicable, shall promptly file an acceleration request
               as  soon  as  practicable  (but  in  no  event  more than two (2)
               business  days)  following the resolution or clearance of all SEC
               comments  or,  if  applicable,  following notification by the SEC
               that  any  such  Registration  Statement or any amendment thereto
               will  not  be  subject to review and shall promptly file with the
               SEC  a  final  prospectus as soon as practicable (but in no event
               more than two (2) business days) following receipt by the Company
               from  the  SEC  of  an order declaring the Registration Statement
               effective.  In  the  event  of  a  breach  by  the Company of the
               provisions  of this Section 3(c), the Company will be required to
               make  payments pursuant to Section 2(c) hereof. The Company shall
               use  reasonable  efforts  to  (i)  register  and  qualify  the
               Registrable  Securities  covered  by  the Registration Statements
               under  such  other  securities  or  "blue  sky"  laws  of  such
               jurisdictions  in  the  United States as the Investors who hold a
               majority  in interest of the Registrable Securities being offered
               reasonably  request, (ii) prepare and file in those jurisdictions
               such  amendments  (including  post-effective  amendments)  and
               supplements  to  such  registrations and qualifications as may be
               necessary  to  maintain  the  effectiveness  thereof  during  the
               Registration  Period,  (iii)  take  such  other actions as may be
               necessary  to  maintain  such registrations and qualifications in
               effect at all times during the Registration Period, and (iv) take
               all  other  actions  reasonably necessary or advisable to qualify
               the  Registrable  Securities  for  sale  in  such  jurisdictions;
               provided,  however,  that  the  Company  shall not be required in
               connection  therewith or as a condition thereto to (a) qualify to
               do  business  in any jurisdiction where it would not otherwise be
               required to qualify but for this Section 3(d), (b) subject itself
               to  general  taxation

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               in  any  such  jurisdiction,  (c)  file a general consent to
               service  of  process  in  any  such jurisdiction, (d) provide any
               undertakings  that  cause the Company undue expense or burden, or
               (e)  make any change in its charter or bylaws, which in each case
               the  Board  of Directors of the Company determines to be contrary
               to  the  best  interests  of  the  Company  and its stockholders.

                    e. In the event Investors who hold a majority-in-interest of
               the  Registrable  Securities  being offered in the offering (with
               the  approval of a majority-in-interest of the Initial Investors)
               select  underwriters  for  the  offering, the Company shall enter
               into and perform its obligations under an underwriting agreement,
               in  usual  and  customary  form,  including,  without limitation,
               customary  indemnification and contribution obligations, with the
               underwriters  of  such  offering.

                    f.  As  promptly as practicable after becoming aware of such
               event, the Company shall notify each Investor of the happening of
               any  event,  of  which  the Company has knowledge, as a result of
               which  the  prospectus included in any Registration Statement, as
               then  in  effect, includes an untrue statement of a material fact
               or  omission  to  state  a  material  fact  required to be stated
               therein  or  necessary  to  make  the  statements  therein  not
               misleading,  and  use  its  best  efforts  promptly  to prepare a
               supplement  or amendment to any Registration Statement to correct
               such  untrue  statement  or  omission, and deliver such number of
               copies  of  such supplement or amendment to each Investor as such
               Investor may reasonably request; provided that, for not more than
               ten  (10)  consecutive  trading days (or a total of not more than
               twenty  (20)  trading  days in any twelve (12) month period), the
               Company  may  delay  the  disclosure  of  material  non-public
               information  concerning  the  Company  (as  well as prospectus or
               Registration  Statement  updating) the disclosure of which at the
               time  is  not,  in  the good faith opinion of the Company, in the
               best  interests  of  the  Company (an "ALLOWED DELAY"); provided,
               further, that the Company shall promptly (i) notify the Investors
               in  writing  of  the  existence  of (but in no event, without the
               prior  written consent of an Investor, shall the Company disclose
               to  such  investor  any  of the facts or circumstances regarding)
               material  non-public  information giving rise to an Allowed Delay
               and (ii) advise the Investors in writing to cease all sales under
               such  Registration  Statement until the end of the Allowed Delay.
               Upon  expiration of the Allowed Delay, the Company shall again be
               bound  by the first sentence of this Section 3(f) with respect to
               the  information  giving  rise  thereto.

                    g.  The  Company  shall  use its best efforts to prevent the
               issuance  of  any stop order or other suspension of effectiveness
               of  any  Registration Statement, and, if such an order is issued,
               to  obtain  the withdrawal of such order at the earliest possible
               moment  and  to  notify  each  Investor  who  holds  Registrable
               Securities  being  sold  (or,  in  the  event  of an underwritten
               offering,  the  managing  underwriters)  of  the issuance of such
               order  and  the  resolution  thereof.

                    h.  The  Company  shall  permit  a  single  firm  of counsel
               designated  by  the Initial Investors to review such Registration
               Statement  and all amendments and supplements thereto (as well as
               all  requests  for  acceleration  or  effectiveness  thereof)  a
               reasonable period of time prior to their filing with the SEC, and
               not  file any document in a form to which such counsel reasonably
               objects  and  will  not request acceleration of such Registration
               Statement  without  prior notice to such counsel. The sections of
               such  Registration Statement covering information with respect to
               the  Investors, the Investor's beneficial ownership of securities
               of the Company or the Investors intended method of disposition of
               Registrable  Securities shall conform to the information provided
               to  the  Company  by  each  of  the  Investors.

<PAGE>

                    i.  The  Company  shall  make  generally  available  to  its
               security  holders  as  soon  as  practicable,  but not later than
               ninety  (90)  days after the close of the period covered thereby,
               an  earnings  statement (in form complying with the provisions of
               Rule  158  under  the  1933  Act)  covering a twelve-month period
               beginning  not  later  than the first day of the Company's fiscal
               quarter  next  following  the  effective date of the Registration
               Statement.


                    j.  At  the  request  of  any  Investor,  the  Company shall
               furnish, on the date that Registrable Securities are delivered to
               an  underwriter,  if  any,  for  sale  in  connection  with  any
               Registration  Statement or, if such securities are not being sold
               by  an  underwriter,  on the date of effectiveness thereof (i) an
               opinion,  dated  as  of  such date, from counsel representing the
               Company  for  purposes  of  such Registration Statement, in form,
               scope  and  substance  as is customarily given in an underwritten
               public  offering,  addressed to the underwriters, if any, and the
               Investors  and (ii) a letter, dated such date, from the Company's
               independent certified public accountants in form and substance as
               is  customarily given by independent certified public accountants
               to  underwriters in an underwritten public offering, addressed to
               the  underwriters,  if  any,  and  the  Investors.


                k.  The  Company  shall make available for inspection by (i) any
               Investor,  (ii)  any underwriter participating in any disposition
               pursuant to a Registration Statement, (iii) one firm of attorneys
               and  one  firm  of  accountants  or  other agents retained by the
               Initial  Investors,  (iv)  one  firm of attorneys and one firm of
               accountants  or other agents retained by all other Investors, and
               (v)  one  firm  of  attorneys  retained  by all such underwriters
               (collectively,  the  "INSPECTORS")  all  pertinent  financial and
               other  records,  and pertinent corporate documents and properties
               of  the  Company,  including  without  limitation,  records  of
               conversions  by other holders of convertible securities issued by
               the Company and the issuance of stock to such holders pursuant to
               the  conversions  (collectively,  the  "RECORDS"),  as  shall  be
               reasonably  deemed  necessary  by  each  Inspector to enable each
               Inspector to exercise its due diligence responsibility, and cause
               the  Company's  officers,  directors  and employees to supply all
               information  which  any  Inspector  may  reasonably  request  for
               purposes  of  such  due  diligence;  provided, however, that each
               Inspector  shall  hold  in  confidence  and  shall  not  make any
               disclosure  (except  to  an  Investor)  of  any  Record  or other
               information  which  the  Company  determines  in good faith to be
               confidential,  and  of  which determination the Inspectors are so
               notified,  unless (a) the disclosure of such Records is necessary
               to  avoid  or  correct  a  misstatement  or  omission  in  any
               Registration  Statement,  (b)  the  release  of  such  Records is
               ordered  pursuant  to  a  subpoena or other order from a court or
               government body of competent jurisdiction, or (c) the information
               in  such  Records has been made generally available to the public
               other  than  by  disclosure  in  violation  of  this or any other
               agreement.  The  Company  shall  not  be required to disclose any
               confidential  information  in such Records to any Inspector until
               and unless such Inspector shall have entered into confidentiality
               agreements  (in  form  and substance satisfactory to the Company)
               with  the Company with respect thereto, substantially in the form
               of  this  Section  3(k). Each Investor agrees that it shall, upon
               learning  that  disclosure  of  such Records is sought in or by a
               court  or  governmental body of competent jurisdiction or through
               other  means,  give  prompt  notice  to the Company and allow the
               Company,  at  its  expense,  to  undertake  appropriate action to
               prevent  disclosure  of, or to obtain a protective order for, the
               Records  deemed  confidential.  Nothing  herein  (or in any other
               confidentiality  agreement  between the Company and any Investor)
               shall  be  deemed  to  limit  the  Investor's  ability  to  sell
               Registrable  Securities in a manner which is otherwise consistent
               with  applicable  laws  and  regulations.
<PAGE>

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

                    m.  The  Company  shall  (i)  cause  all  the  Registrable
               Securities  covered by the Registration Statement to be listed on
               each national securities exchange on which securities of the same
               class or series issued by the Company are then listed, if any, if
               the  listing  of  such  Registrable  Securities is then permitted
               under  the  rules  of  such  exchange,  or (ii) to the extent the
               securities  of  the same class or series are not then listed on a
               national  securities  exchange,  secure  the  designation  and
               quotation,  of  all  the  Registrable  Securities  covered by the
               Registration  Statement on Nasdaq or, if not eligible for Nasdaq,
               on  Nasdaq  SmallCap  or,  if  not  eligible for Nasdaq or Nasdaq
               SmallCap,  on  the  OTCBB and, without limiting the generality of
               the  foregoing,  to  arrange  for  at  least two market makers to
               register  with  the  National  Association of Securities Dealers,
               Inc.  ("NASD")  as  such  with  respect  to  such  Registrable
               Securities.

                    n. The Company shall provide a transfer agent and registrar,
               which  may be a single entity, for the Registrable Securities not
               later  than  the  effective  date  of the Registration Statement.

                    o.  The  Company shall cooperate with the Investors who hold
               Registrable Securities being offered and the managing underwriter
               or underwriters, if any, to facilitate the timely preparation and
               delivery  of  certificates  (not bearing any restrictive legends)
               representing  Registrable  Securities to be offered pursuant to a
               Registration Statement and enable such certificates to be in such
               denominations  or  amounts,  as  the case may be, as the managing
               underwriter  or  underwriters,  if  any,  or  the  Investors  may
               reasonably  request  and registered in such names as the managing
               underwriter  or  underwriters,  if  any,  or  the  Investors  may
               request, and, within three (3) business days after a Registration
               Statement  which  includes  Registrable  Securities  is  ordered
               effective  by the SEC, the Company shall deliver, and shall cause
               legal counsel selected by the Company to deliver, to the transfer
               agent  for  the  Registrable  Securities  (with  copies  to  the
               Investors  whose  Registrable  Securities  are  included  in such
               Registration  Statement)  an  instruction  in  the  form attached
               hereto  as  EXHIBIT  1 and an opinion of such counsel in the form
               attached  hereto  as  EXHIBIT  2.

                    p.  At  the request of the holders of a majority-in-interest
               of the Registrable Securities, the Company shall prepare and file
               with  the  SEC  such  amendments  (including  post-effective
               amendments)  and  supplements to a Registration Statement and any
               prospectus  used in connection with the Registration Statement as
               may  be necessary in order to change the plan of distribution set
               forth  in  such  Registration  Statement.
<PAGE>
                    q.  From  and  after the date of this Agreement, the Company
               shall  not,  and  shall  not  agree  to, allow the holders of any
               securities  of  the Company to include any of their securities in
               any  Registration  Statement  under  Section  2(a)  hereof or any
               amendment or supplement thereto under Section 3(b) hereof without
               the  consent  of  the  holders  of  a majority-in-interest of the
               Registrable  Securities.

                    r.  The  Company  shall  take  all  other reasonable actions
               necessary to expedite and facilitate disposition by the Investors
               of  Registrable  Securities pursuant to a Registration Statement.


4.  OBLIGATIONS  OF  THE  INVESTORS.
    -------------------------------
     In  connection  with  the  registration  of the Registrable Securities, the
Investors  shall  have  the  following  obligations:

                    a.  It  shall be a condition precedent to the obligations of
               the  Company  to  complete  the  registration  pursuant  to  this
               Agreement  with  respect  to  the  Registrable  Securities  of  a
               particular  Investor  that  such  Investor  shall  furnish to the
               Company  such  information  regarding  itself,  the  Registrable
               Securities  held  by it and the intended method of disposition of
               the  Registrable  Securities  held  by  it as shall be reasonably
               required  to  effect  the  registration  of  such  Registrable
               Securities  and  shall  execute such documents in connection with
               such registration as the Company may reasonably request. At least
               three  (3)  business  days  prior to the first anticipated filing
               date of the Registration Statement, the Company shall notify each
               Investor  of  the information the Company requires from each such
               Investor.

                    b.  Each  Investor,  by  such  Investor's  acceptance of the
               Registrable  Securities,  agrees to cooperate with the Company as
               reasonably  requested  by  the  Company  in  connection  with the
               preparation  and filing of the Registration Statements hereunder,
               unless  such Investor has notified the Company in writing of such
               Investor's election to exclude all of such Investor's Registrable
               Securities  from  the  Registration  Statements.

                    c.  In the event Investors holding a majority-in-interest of
               the Registrable Securities being registered (with the approval of
               the  Initial  Investors)  determine  to engage the services of an
               underwriter,  each Investor agrees to enter into and perform such
               Investor's  obligations under an underwriting agreement, in usual
               and  customary  form,  including,  without  limitation, customary
               indemnification  and  contribution obligations, with the managing
               underwriter  of  such offering and take such other actions as are
               reasonably  required  in  order  to  expedite  or  facilitate the
               disposition  of  the Registrable Securities, unless such Investor
               has  notified  the Company in writing of such Investor's election
               to  exclude  all  of  such Investor's Registrable Securities from
               such  Registration  Statement.

                    d.  Each  Investor  agrees  that, upon receipt of any notice
               from  the  Company  of  the  happening  of  any event of the kind
               described in Section 3(f) or 3(g), such Investor will immediately
               discontinue disposition of Registrable Securities pursuant to the
               Registration Statement covering such Registrable Securities until
               such  Investor's  receipt  of  the  copies of the supplemented or
               amended  prospectus  contemplated by Section 3(f) or 3(g) and, if
               so  directed  by  the Company, such Investor shall deliver to the
               Company  (at  the  expense  of  the  Company)  or
<PAGE>
               destroy (and deliver to the Company a certificate of destruction)
               all  copies  in  such  Investor's  possession,  of the prospectus
               covering  such  Registrable  Securities  current  at  the time of
               receipt  of  such  notice.  B. No Investor may participate in any
               underwritten  registration  hereunder  unless  such  Investor (i)
               agrees  to  sell  such  Investor's  Registrable Securities on the
               basis  provided  in  any  underwriting  arrangements in usual and
               customary  form  entered  into by the Company, (ii) completes and
               executes  all  questionnaires,  powers  of attorney, indemnities,
               underwriting  agreements  and other documents reasonably required
               under  the  terms  of  such  underwriting arrangements, and (iii)
               agrees  to  pay  its pro rata share of all underwriting discounts
               and  commissions  and  any expenses in excess of those payable by
               the  Company  pursuant  to  Section  5  below.

5.     EXPENSES  OF  REGISTRATION.
       --------------------------
     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualification  fees, printers and accounting fees, the fees and disbursements of
counsel  for  the  Company,  and  the  reasonable  fees and disbursements of one
counsel  selected  by  the  Initial Investors pursuant to Sections 2(b) and 3(h)
hereof  shall  be  borne  by  the  Company.


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

                    a.  To  the  extent  permitted  by  law,  the  Company  will
               indemnify,  hold  harmless and defend (i) each Investor who holds
               such  Registrable  Securities,  (ii)  the  directors,  officers,
               partners,  employees,  agents  and  each  person who controls any
               Investor  within  the  meaning  of the 1933 Act or the Securities
               Exchange  Act of 1934, as amended (the "1934 ACT"), if any, (iii)
               any  underwriter  (as defined in the 1933 Act) for the Investors,
               and  (iv)  the  directors, officers, partners, employees and each
               person  who  controls  any such underwriter within the meaning of
               the  1933  Act  or  the  1934  Act, if any (each, an "INDEMNIFIED
               PERSON"),  against  any joint or several losses, claims, damages,
               liabilities  or  expenses  (collectively,  together with actions,
               proceedings  or  inquiries  by  any regulatory or self-regulatory
               organization,  whether  commenced  or  threatened,  in  respect
               thereof,  "CLAIMS")  to  which  any  of  them  may become subject
               insofar  as  such  Claims arise out of or are based upon: (i) any
               untrue  statement  or alleged untrue statement of a material fact
               in  a  Registration Statement or the omission or alleged omission
               to  state  therein  a  material  fact  required  to  be stated or
               necessary to make the statements therein not misleading; (ii) any
               untrue  statement  or alleged untrue statement of a material fact
               contained  in  any  preliminary  prospectus  if used prior to the
               effective  date  of  such Registration Statement, or contained in
               the  final prospectus (as amended or supplemented, if the Company
               files  any  amendment thereof or supplement thereto with the SEC)
               or the omission or alleged omission to state therein any material
               fact  necessary  to make the statements made therein, in light of
               the  circumstances  under which the statements therein were made,
               not  misleading;  or  (iii) any violation or alleged violation by
               the  Company  of  the  1933  Act,  the  1934  Act, any other law,

<PAGE>
               including,  without  limitation, any state securities law, or any
               rule  or  regulation  thereunder relating to the offer or sale of
               the  Registrable Securities (the matters in the foregoing clauses
               (i)  through (iii) being, collectively, "VIOLATIONS"). Subject to
               the  restrictions  set  forth in Section 6(c) with respect to the
               number  of  legal  counsel,  the  Company  shall  reimburse  the
               Indemnified  Person,  promptly  as such expenses are incurred and
               are  due  and  payable,  for  any  reasonable legal fees or other
               reasonable  expenses  incurred  by  them  in  connection  with
               investigating  or  defending  any  such  Claim.  Notwithstanding
               anything  to  the  contrary contained herein, the indemnification
               agreement  contained in this Section 6(a): (i) shall not apply to
               a  Claim arising out of or based upon a Violation which occurs in
               reliance  upon  and  in  conformity with information furnished in
               writing  to  the Company by any Indemnified Person or underwriter
               for  such Indemnified Person expressly for use in connection with
               the  preparation  of  such  Registration  Statement  or  any such
               amendment  thereof  or supplement thereto, if such prospectus was
               timely  made  available  by  the Company pursuant to Section 3(c)
               hereof; (ii) shall not apply to amounts paid in settlement of any
               Claim  if  such  settlement is effected without the prior written
               consent  of  the Company, which consent shall not be unreasonably
               withheld;  and  (iii) with respect to any preliminary prospectus,
               shall  not  inure to the benefit of any Indemnified Person if the
               untrue  statement  or  omission of material fact contained in the
               preliminary  prospectus  was  corrected  on a timely basis in the
               prospectus,  as  then  amended  or  supplemented,  such corrected
               prospectus  was  timely made available by the Company pursuant to
               Section  3(c)  hereof,  and  the  Indemnified Person was promptly
               advised  in  writing not to use the incorrect prospectus prior to
               the  use  giving rise to a Violation and such Indemnified Person,
               notwithstanding such advice, used it. Such indemnity shall remain
               in  full force and effect regardless of any investigation made by
               or  on  behalf  of  the  Indemnified Person and shall survive the
               transfer  of the Registrable Securities by the Investors pursuant
               to  Section  9.

               b.  In  connection  with  any  Registration Statement in which an
               Investor  is  participating,  each such Investor agrees severally
               and  not  jointly  to indemnify, hold harmless and defend, to the
               same extent and in the same manner set forth in Section 6(a), the
               Company,  each  of  its directors, each of its officers who signs
               the Registration Statement, each person, if any, who controls the
               Company  within  the meaning of the 1933 Act or the 1934 Act, any
               underwriter and any other stockholder selling securities pursuant
               to the Registration Statement or any of its directors or officers
               or any person who controls such stockholder or underwriter within
               the  meaning  of  the  1933 Act or the 1934 Act (collectively and
               together  with  an  Indemnified  Person, an "INDEMNIFIED PARTY"),
               against  any Claim to which any of them may become subject, under
               the  1933  Act,  the 1934 Act or otherwise, insofar as such Claim
               arises out of or is based upon any Violation by such Investor, in
               each  case  to  the  extent  (and  only  to the extent) that such
               Violation  occurs in reliance upon and in conformity with written
               information  furnished  to the Company by such Investor expressly
               for  use  in  connection  with  such  Registration Statement; and
               subject to Section 6(c) such Investor will reimburse any legal or
               other  expenses  (promptly  as such expenses are incurred and are
               due  and  payable) reasonably incurred by them in connection with
               investigating  or  defending  any  such Claim; provided, however,
               that the indemnity agreement contained in this Section 6(b) shall
               not  apply  to  amounts  paid  in settlement of any Claim if such
               settlement  is effected without the prior written consent of such
               Investor,  which  consent  shall  not  be  unreasonably withheld;
               provided,  further,  however,  that  the Investor shall be liable
               under  this Agreement (including this Section 6(b) and Section 7)
               for  only that amount as does not exceed the net proceeds to such
               Investor  as  a  result  of  the  sale  of Registrable Securities
               pursuant  to  such  Registration  Statement. Such indemnity shall
               remain  in  full  force  and  effect  regardless  of  any
<PAGE>

               investigation  made by or on behalf of such Indemnified Party and
               shall  survive  the transfer of the Registrable Securities by the
               Investors  pursuant to Section 9. Notwithstanding anything to the
               contrary  contained  herein,  the  indemnification  agreement
               contained  in  this  Section 6(b) with respect to any preliminary
               prospectus  shall  not  inure  to  the benefit of any Indemnified
               Party  if  the  untrue  statement  or  omission  of material fact
               contained in the preliminary prospectus was corrected on a timely
               basis  in  the  prospectus,  as  then  amended  or  supplemented.

                   c.  Promptly  after  receipt  by  an  Indemnified  Person or
               Indemnified  Party  under  this  Section  6  of  notice  of  the
               commencement  of  any action (including any governmental action),
               such Indemnified Person or Indemnified Party shall, if a Claim in
               respect  thereof  is  to  be  made against any indemnifying party
               under this Section 6, deliver to the indemnifying party a written
               notice  of  the  commencement thereof, and the indemnifying party
               shall  have  the  right to participate in, and, to the extent the
               indemnifying  party  so  desires,  jointly  with  any  other
               indemnifying  party  similarly  noticed, to assume control of the
               defense  thereof  with  counsel  mutually  satisfactory  to  the
               indemnifying  party and the Indemnified Person or the Indemnified
               Party, as the case may be; provided, however, that an Indemnified
               Person  or  Indemnified  Party shall have the right to retain its
               own  counsel  with  the  fees  and  expenses  to  be  paid by the
               indemnifying  party,  if,  in  the  reasonable opinion of counsel
               retained  by  the  indemnifying party, the representation by such
               counsel  of  the  Indemnified Person or Indemnified Party and the
               indemnifying  party  would  be  inappropriate  due  to  actual or
               potential  differing interests between such Indemnified Person or
               Indemnified Party and any other party represented by such counsel
               in such proceeding. The indemnifying party shall pay for only one
               separate  legal  counsel  for  the  Indemnified  Persons  or  the
               Indemnified  Parties, as applicable, and such legal counsel shall
               be  selected  by  Investors holding a majority-in-interest of the
               Registrable  Securities included in the Registration Statement to
               which  the  Claim  relates  (with  the  approval  of  a
               majority-in-interest  of the Initial Investors), if the Investors
               are entitled to indemnification hereunder, or the Company, if the
               Company  is entitled to indemnification hereunder, as applicable.
               The  failure  to deliver written notice to the indemnifying party
               within  a  reasonable time of the commencement of any such action
               shall not relieve such indemnifying party of any liability to the
               Indemnified  Person  or  Indemnified  Party under this Section 6,
               except  to  the  extent  that  the indemnifying party is actually
               prejudiced  in  its  ability  to  defend  such  action.  The
               indemnification  required  by  this  Section  6  shall be made by
               periodic  payments of the amount thereof during the course of the
               investigation  or  defense,  as  such  expense,  loss,  damage or
               liability  is  incurred  and  is  due  and  payable.
<PAGE>

7.     CONTRIBUTION.
       ------------
     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law;  provided, however, that (i) no
                                                  --------  -------
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6,  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of  such  fraudulent misrepresentation, and (iii) contribution (together
with  any  indemnification  or  other  obligations  under this Agreement) by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds  received  by such seller from the sale of such Registrable Securities.

8.     REPORTS  UNDER  THE  1934  ACT.
       ------------------------------
     With  a  view to making available to the Investors the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that may at any time permit the investors to sell securities of the Company
to  the  public  without  registration  ("RULE  144"),  the  Company  agrees to:

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

                    b.  file  with  the  SEC  in a timely manner all reports and
               other  documents  required  of the Company under the 1933 Act and
               the  1934  Act  so  long  as  the Company remains subject to such
               requirements (it being understood that nothing herein shall limit
               the  Company's  obligations  under Section 4(c) of the Securities
               Purchase  Agreement)  and  the  filing  of such reports and other
               documents  is required for the applicable provisions of Rule 144;
               and
                    c.  furnish  to  each Investor so long as such Investor owns
               Registrable  Securities,  promptly  upon  request,  (i) a written
               statement  by the Company that it has complied with the reporting
               requirements  of  Rule 144, the 1933 Act and the 1934 Act, (ii) a
               copy of the most recent annual or quarterly report of the Company
               and such other reports and documents so filed by the Company, and
               (iii)  such  other  information as may be reasonably requested to
               permit the Investors to sell such securities pursuant to Rule 144
               without  registration.

9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.
       ------------------------------------

     The  rights  under  this Agreement shall be automatically assignable by the
Investors  to any transferee of all or any portion of Registrable Securities if:
(i)  the  Investor  agrees  in writing with the transferee or assignee to assign
such  rights,  and a copy of such agreement is furnished to the Company within a
reasonable  time after such assignment, (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name  and  address  of  such transferee or assignee, and (b) the securities with
respect  to  which  such  registration rights are being transferred or assigned,
(iii)  following  such  transfer  or assignment, the further disposition of such
securities  by  the  transferee or assignee is restricted under the 1933 Act and
applicable  state  securities  laws,  (iv)  at  or  before  the time the Company
receives  the
<PAGE>
     written notice contemplated by clause (ii) of this sentence, the transferee
or  assignee  agrees  in  writing  with  the  Company  to be bound by all of the
provisions  contained  herein,  (v)  such  transfer  shall  have  been  made  in
accordance  with  the  applicable  requirements  of  the  Securities  Purchase
Agreement,  and  (vi)  such transferee shall be an "ACCREDITED INVESTOR" as that
term  defined  in  Rule  501  of  Regulation  D  promulgated under the 1933 Act.

10.     AMENDMENT  OF  REGISTRATION  RIGHTS.
        -----------------------------------
     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively), only with written consent of the Company, each of the Initial
Investors  (to  the  extent  such  Initial  Investor  still  owns  Registrable
Securities)  and  Investors  who  hold  a  majority  interest of the Registrable
Securities.  Any amendment or waiver effected in accordance with this Section 10
shall  be  binding  upon  each  Investor  and  the  Company.

     11.  MISCELLANEOUS.
          -------------
                    a.  A  person  or  entity  is  deemed  to  be  a  holder  of
               Registrable  Securities  whenever  such  person or entity owns of
               record  such  Registrable  Securities.  If  the  Company receives
               conflicting  instructions,  notices or elections from two or more
               persons  or  entities  with  respect  to  the  same  Registrable
               Securities, the Company shall act upon the basis of instructions,
               notice  or  election  received  from the registered owner of such
               Registrable  Securities.

                    b.  Any  notices required or permitted to be given under the
               terms  hereof  shall  be  sent  by  certified  or registered mail
               (return  receipt requested) or delivered personally or by courier
               (including  a  recognized  overnight  delivery  service)  or  by
               facsimile  and shall be effective five days after being placed in
               the  mail,  if  mailed  by  regular  United  States mail, or upon
               receipt,  if  delivered  personally  or  by  courier (including a
               recognized  overnight  delivery service) or by facsimile, in each
               case  addressed to a party. The addresses for such communications
               shall  be:

                          If  to  the  Company:

                          Torbay  Holdings,  Inc.
                          4  Mulford  Place,  Suite  2G
                          Hempstead,  NY  11550
                          Attention:  Thomas  Large
                          Telephone:  516-292-2023
                          Facsimile:   509-472-4654
                          Email:  Thomas_Large@msn.com
<PAGE>

                          With  copy  to:
                          Seth  A.  Farbman,  PC
                          301  Eastwood  Road
                          Woodmere,  NY  11598
                          Telephone:  516-569-6084
                          Facsimile:   516-569-6089
                          Email:  zsfarbman@aol.com

If  to  an  Investor: to the address set forth immediately below such Investor's
name  on  the  signature pages to the Securities Purchase Agreement. With a copy
to:

                          Ballard  Spahr  Andrews  &  Ingersoll,  LLP
                          1735  Market  Street
                          51st  Floor
                          Philadelphia,  Pennsylvania  19103
                          Attention:  Gerald  J.  Guarcini,  Esq.
                          Telephone:  215-865-8625
                          Facsimile:  215-864-8999
                          Email:  guarcini@ballardspahr.com

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

                    d.  THIS  AGREEMENT  SHALL  BE  ENFORCED,  GOVERNED  BY  AND
               CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK
               APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
               SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
               THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
               THE  UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH
               RESPECT  TO  ANY  DISPUTE  ARISING  UNDER  THIS  AGREEMENT,  THE
               AGREEMENTS  ENTERED  INTO  IN  CONNECTION  HEREWITH  OR  THE
               TRANSACTIONS  CONTEMPLATED  HEREBY  OR  THEREBY.  BOTH  PARTIES
               IRREVOCABLY  WAIVE  THE  DEFENSE  OF AN INCONVENIENT FORUM TO THE
               MAINTENANCE  OF  SUCH  SUIT  OR  PROCEEDING. BOTH PARTIES FURTHER
               AGREE  THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS
               MAIL  SHALL  BE  DEEMED  IN  EVERY  RESPECT  EFFECTIVE SERVICE OF
               PROCESS  UPON  THE  PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
               HEREIN  SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY
               OTHER  MANNER  PERMITTED  BY LAW. BOTH PARTIES AGREE THAT A FINAL
               NON-APPEALABLE  JUDGMENT  IN ANY SUCH SUIT OR PROCEEDING SHALL BE
               CONCLUSIVE  AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
               SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES
               NOT  PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE
               RESPONSIBLE  FOR  ALL  FEES  AND
<PAGE>

               EXPENSES,  INCLUDING  ATTORNEYS' FEES, INCURRED BY THE PREVAILING
               PARTY  IN  CONNECTION  WITH  SUCH  DISPUTE.

                    e.  In  the  event  that  any provision of this Agreement is
               invalid  or unenforceable under any applicable statute or rule of
               law,  then  such  provision  shall  be  deemed inoperative to the
               extent  that  it  may  conflict  therewith  and  shall  be deemed
               modified  to  conform  with  such  statute  or  rule  of law. Any
               provision  hereof  which may prove invalid or unenforceable under
               any  law  shall  not affect the validity or enforceability of any
               other  provision  hereof.

                    f.  This Agreement, the Warrants and the Securities Purchase
               Agreement  (including  all  schedules  and  exhibits  thereto)
               constitute  the  entire  agreement  among the parties hereto with
               respect  to  the  subject matter hereof and thereof. There are no
               restrictions,  promises,  warranties  or undertakings, other than
               those set forth or referred to herein and therein. This Agreement
               and  the  Securities  Purchase  Agreement  supersede  all  prior
               agreements  and  understandings  among  the  parties  hereto with
               respect  to  the subject matter hereof and thereof.

                    g  Subject  to  the  requirements of Section 9 hereof, this
               Agreement  shall  be binding upon and inure to the benefit of the
               parties  and  their  successors  and  assigns.

                    h.  The  headings  in  this Agreement are for convenience of
               reference  only  and  shall  not  form  part  of,  or  affect the
               interpretation  of,  this  Agreement.

                    i.  This  Agreement  may  be  executed  in  two  or  more
               counterparts,  each  of which shall be deemed an original but all
               of  which  shall  constitute one and the same agreement and shall
               become effective when counterparts have been signed by each party
               and  delivered  to the other party. This Agreement, once executed
               by  a  party,  may  be  delivered  to  the  other party hereto by
               facsimile  transmission  of  a copy of this Agreement bearing the
               signature  of  the  party  so  delivering  this  Agreement.

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

                    k.  Except  as  otherwise  provided herein, all consents and
               other determinations to be made by the Investors pursuant to this
               Agreement  shall  be  made by Investors holding a majority of the
               Registrable  Securities,  determined  as  if  the  all  of  the
               Debentures  then  outstanding  have  been  converted  into  for
               Registrable  Securities.

                    l.  The  Company  acknowledges  that  a  breach by it of its
               obligations  hereunder  will  cause  irreparable  harm  to  each
               Investor  by vitiating the intent and purpose of the transactions
               contemplated  hereby.  Accordingly, the Company acknowledges that
               the  remedy  at  law  for  breach  of  its obligations under this
               Agreement will be inadequate and agrees, in the event of a breach
               or  threatened  breach  by  the  Company of any of the provisions
               under  this  Agreement,  that each Investor shall be entitled, in
               addition to all other available remedies in law or in equity, and
               in  addition to the penalties assessable herein, to an injunction
               or  injunctions  restraining,  preventing or curing any breach of
               this  Agreement  and  to  enforce  specifically  the  terms  and
<PAGE>

               provisions hereof, without the necessity of showing economic loss
               and  without  any  bond  or  other  security  being  required.

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


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

     IN  WITNESS WHEREOF, the Company and the undersigned Initial Investors have
caused  this  Agreement  to be duly executed as of the date first above written.

TORBAY  HOLDINGS,  INC.

______________________________________
William  Thomas  Large
President  and  Chief  Executive  Officer



AJW  PARTNERS,  LLC
By:  SMS  Group,  LLC
______________________________________
Corey  S.  Ribotsky
Manager


NEW  MILLENNIUM  CAPITAL  PARTNERS  II,  LLC
By:  First  Street  Manager  II,  LLC
______________________________________
Corey  S.  Ribotsky
Manager


AJW/NEW  MILLENNIUM  OFFSHORE,  LTD.
By:  First  Street  Manager  II,  LLC

______________________________________
Corey  S.  Ribotsky
Manager


PEGASUS  CAPITAL  PARTNERS,  LLC
By:  Pegasus  Manager,  LLC



____________________________________
Corey  S.  Ribotsky
Manager