Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of February
18, 2014, is by and between Tungsten Corp., a Nevada corporation(the "COMPANY"),
and  Hanover  Holdings  I,  LLC,  a New  York  limited  liability  company  (the
"INVESTOR").

                                    RECITALS

     A. The Company and the Investor have entered into that certain Common Stock
Purchase  Agreement,  dated as of the date  hereof (the  "PURCHASE  AGREEMENT"),
pursuant to which the Company may issue,  from time to time,  to the Investor up
to $3,000,000 of newly issued shares of the Company's common stock,  $0.0001 par
value ("COMMON STOCK"), as provided for therein.

     B. Pursuant to the terms of, and in consideration for the Investor entering
into, the Purchase Agreement, the Company has issued to the Investor the Initial
Commitment Shares (as defined in the Purchase  Agreement) in accordance with the
terms of the Purchase Agreement.

     C.  Pursuant  to the terms of the  Purchase  Agreement,  the Company may be
required to issue to the Investor the Additional  Commitment  Shares (as defined
in the  Purchase  Agreement)  in  accordance  with  the  terms  of the  Purchase
Agreement.

     D. Pursuant to the terms of, and in consideration for the Investor entering
into, the Purchase Agreement,  and to induce the Investor to execute and deliver
the  Purchase  Agreement,  the Company has agreed to provide the  Investor  with
certain  registration  rights with  respect to the  Registrable  Securities  (as
defined herein) as set forth herein.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration of the premises,  the  representations,
warranties,  covenants  and  agreements  contained  herein  and in the  Purchase
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency  of which is hereby  acknowledged,  intending  to be  legally  bound
hereby, the Company and the Investor hereby agree as follows:

1. Definitions.

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

     (a) "BUSINESS DAY" means any day other than  Saturday,  Sunday or any other
day on which  commercial  banks in New York, New York are authorized or required
by law to remain closed.

     (b) "CLOSING DATE" shall mean the date of this Agreement.

     (c)  "EFFECTIVE  DATE"  means  the date  that the  applicable  Registration
Statement has been declared effective by the SEC.

     (d)  "EFFECTIVENESS  DEADLINE"  means  (i)  with  respect  to  the  initial
Registration  Statement  required to be filed to pursuant to Section  2(a),  the
earlier  of (A) the 90th  calendar  day  after  the  earlier  of (1) the  Filing
Deadline and (2) the date on which such initial Registration  Statement is filed
with the SEC and (B) the  fifth  Business  Day  after  the date the  Company  is
notified  (orally or in  writing,  whichever  is  earlier)  by the SEC that such
Registration  Statement  will not be  reviewed or will not be subject to further
review and (ii) with respect to any additional  Registration Statements that may
be required to be filed by the Company  pursuant to this Agreement,  the earlier
of (A) the  90th  calendar  day  following  the date on which  the  Company  was
required  to file  such  additional  Registration  Statement  and (B) the  fifth

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Business  Day after the date the  Company is  notified  (orally  or in  writing,
whichever is earlier) by the SEC that such  Registration  Statement  will not be
reviewed or will not be subject to further review.

     (e) "FILING  DEADLINE"  means (i) with respect to the initial  Registration
Statement  required to be filed to pursuant to Section 2(a),  March 28, 2014 and
(ii) with respect to any additional Registration Statements that may be required
to be filed by the Company pursuant to this Agreement, the later of (A) the 60th
calendar  day  following  the  sale  of  substantially  all of  the  Registrable
Securities  included in the initial  Registration  Statement  or the most recent
prior  additional  Registration  Statement,  as  applicable,  and (B) six months
following the Effective Date of the initial  Registration  Statement or the most
recent prior additional Registration  Statement, as applicable,  or such earlier
date as permitted by the SEC.

     (f) "PERSON" means any person or entity, whether a natural person, trustee,
corporation, partnership, limited partnership, limited liability company, trust,
unincorporated   organization,   business  association,   firm,  joint  venture,
governmental agency or authority.

     (g) "REGISTER,"  "REGISTERED," and  "REGISTRATION"  refer to a registration
effected  by  preparing  and  filing  one or  more  Registration  Statements  in
compliance  with the Securities Act and pursuant to Rule 415 and the declaration
of effectiveness of such Registration Statement(s) by the SEC.

     (h) "REGISTRABLE  SECURITIES" means all of (i) theShares,  (ii) the Initial
Commitment Shares, (iii) the Additional  Commitment Shares, and (iv) any capital
stock of the Company  issued or issuable  with respect to such  Shares,  Initial
Commitment  Shares  or  Additional   Commitment   Shares,   including,   without
limitation,   (1)  as  a   result   of  any   stock   split,   stock   dividend,
recapitalization,  exchange  or  similar  event or  otherwise  and (2) shares of
capital stock of the Company into which the shares of Common Stock are converted
or exchanged  and shares of capital  stock of a successor  entity into which the
shares of Common Stock are converted or exchanged.

     (i) "REGISTRATION STATEMENT" means a registration statement or registration
statements of the Company filed under the  Securities Act covering the resale by
the  Investor of  Registrable  Securities,  as such  registration  statement  or
registration  statements  may be  amended  and  supplemented  from  time to time
(including  pursuant to Rule 462(b) under the  Securities  Act),  including  all
documents filed as part thereof or incorporated by reference therein.

     (j) "RULE 144" means Rule 144  promulgated  by the SEC under the Securities
Act,  as such rule may be  amended  from time to time,  or any other  similar or
successor rule or regulation of the SEC that may at any time permit the Investor
to sell securities of the Company to the public without registration.

     (k) "RULE 415" means Rule 415  promulgated  by the SEC under the Securities
Act,  as such rule may be  amended  from time to time,  or any other  similar or
successor  rule or regulation of the SEC providing for offering  securities on a
delayed or continuous basis.

     (l)  "SEC"  means  the  U.S.  Securities  and  Exchange  Commission  or any
successor entity.

2. Registration.

     (a)  Mandatory  Registration.  The Company  shall  prepare  and, as soon as
practicable,  but in no event later than the Filing Deadline,  file with the SEC
an initial  Registration  Statement  on Form S-1, or such other form  reasonably
acceptable  to the  Investor  and  Legal  Counsel,  covering  the  resale by the
Investor of  Registrable  Securities in an amount equal to 21,338,254  shares of
Common  Stock,  2,065,177 of which shares of Common Stock shall be registered as
Initial  Commitment  Shares,  3,750,000 of which shares of Common Stock shall be
registered as Additional  Commitment  Shares,  and 11,600,000 of which shares of
Common Stock shall be registered as Shares. Such initial Registration  Statement
shall  contain  (except if  otherwise  directed by the  Investor)  the  "Selling
Stockholder"  and "Plan of  Distribution"  sections  in  substantially  the form
attached hereto as Exhibit B. The Company shall use its commercially  reasonable
efforts to have such initial Registration Statement, and each other Registration
Statement required to be filed pursuant to the terms hereof,  declared effective
by the SEC as soon as  practicable,  but in no event  later than the  applicable
Effectiveness Deadline.

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     (b) Legal Counsel. Subject to Section 5 hereof, the Investor shall have the
right to select one legal  counsel to review and oversee,  solely on its behalf,
any registration  pursuant to this Section 2 ("LEGAL  COUNSEL"),  which shall be
Greenberg  Traurig,  LLP or such other counsel as  thereafter  designated by the
Investor.  Except as provided under Section  10.1(i) of the Purchase  Agreement,
the Company  shall have no  obligation to reimburse the Investor for any and all
legal fees and expenses of the Legal  Counsel  incurred in  connection  with the
transactions contemplated hereby.

     (c) Reserved.

     (d) Sufficient Number of Shares Registered.  If at any time all Registrable
Securities are not covered by the initial Registration  Statement filed pursuant
to Section 2(a) as a result of Section 2(h) or otherwise, the Company shall file
with the SEC one or more additional  Registration  Statements (on the short form
available  therefor,  if  applicable),  so as to  cover  all of the  Registrable
Securities not covered by such initial Registration  Statement, in each case, as
soon as practicable (taking into account any Staff position with respect to date
on which the Staff will permit such additional  Registration  Statement(s) to be
filed with the SEC), but in no event later than the applicable  Filing  Deadline
for  such  additional  Registration  Statement(s).  The  Company  shall  use its
commercially   reasonable   efforts  to  cause  such   additional   Registration
Statement(s)  to become  effective as soon as  practicable  following the filing
thereof  with the SEC, but in no event later than the  applicable  Effectiveness
Deadline for such Registration Statement.

     (e)  Piggyback  Registrations.   Without  limiting  any  of  the  Company's
obligations  hereunder  or  under  the  Purchase  Agreement,  if there is not an
effective  Registration Statement covering all of the Registrable Securities and
the Company  shall  determine  to prepare  and file with the SEC a  registration
statement  relating to an offering  for its own account or the account of others
under the Securities Act of any of its equity securities (other than on Form S-4
or Form  S-8  (each as  promulgated  under  the  Securities  Act) or their  then
equivalents relating to equity securities to be issued solely in connection with
any  acquisition  of any entity or  business  or equity  securities  issuable in
connection  with the Company's  stock option or other employee  benefit  plans),
then the  Company  shall  deliver  to the  Investor  a  written  notice  of such
determination  and,  if within  five (5) days after the date of the  delivery of
such notice, the Investor shall so request in writing, the Company shall include
in such  registration  statement all or any part of such Registrable  Securities
the offer and sale of which the Investor  requests to be  registered;  provided,
however, the Company shall not be required to register the offer and sale of any
Registrable  Securities  pursuant to this  Section  2(e) that are  eligible  for
resale pursuant to Rule 144 without restriction (including,  without limitation,
volume  restrictions)  and  without  the need  for  current  public  information
required by Rule  144(c)(1) (or Rule  144(i)(2),  if applicable) or that are the
subject of a then-effective Registration Statement.

     (f) No Inclusion of Other Securities. In no event shall the Company include
any securities other than Registrable  Securities on any Registration  Statement
pursuant  to  Section  2(a) or 2(d)  without  the prior  written  consent of the
Investor.  Subject to the  proviso  in  Section  2(e),  in  connection  with any
offering  involving an underwriting of shares, the Company shall not be required
under this Section 2 or otherwise to include the  Registrable  Securities of any
Investor  therein  unless such  Investor  accepts and agrees to the terms of the
underwriting,  which shall be reasonable and  customary,  as agreed upon between
the Company and the underwriters selected by the Company.

     (g)  Offering.  If the staff of the SEC (the  "STAFF")  or the SEC seeks to
characterize any offering pursuant to a Registration Statement filed pursuant to
this Agreement as  constituting  an offering of securities  that does not permit
such  Registration  Statement to become effective and be used for resales by the
Investor  on a delayed or  continuous  basis  under Rule 415 at  then-prevailing
market  prices (and not fixed  prices) (or as otherwise may be acceptable to the
Investor), or if after the filing of the initial Registration Statement with the
SEC pursuant to Section 2(a), the Company is otherwise  required by the Staff or
the SEC to reduce the number of Registrable  Securities included in such initial
Registration Statement,  then the Company shall reduce the number of Registrable
Securities to be included in such initial Registration Statement (with the prior
consent  of the  Investor  and  Legal  Counsel  as to the  specific  Registrable
Securities  to be  removed  therefrom)  until such time as the Staff and the SEC
shall so permit such  Registration  Statement to become effective and be used as
aforesaid.  Notwithstanding anything in this Agreement to the contrary, if after
giving effect to the actions referred to in the immediately  preceding sentence,
the  Staff or the SEC does not  permit  such  Registration  Statement  to become

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effective  and be used for resales by the  Investor  on a delayed or  continuous
basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or
as otherwise may be acceptable to the  Investor),  the Company shall not request
acceleration of the Effective Date of such Registration  Statement,  the Company
shall  promptly (but in no event later than 48 hours)  request the withdrawal of
such Registration  Statement  pursuant to Rule 477 under the Securities Act, and
the  Effectiveness  Deadline shall  automatically be deemed to have elapsed with
respect to such Registration  Statement at such time as the Staff or the SEC has
made a final and non-appealable  determination that the SEC will not permit such
Registration  Statement to be so utilized (unless prior to such time the Company
and the Investor have received  assurances  from the Staff or the SEC reasonably
acceptable  to Legal  Counsel  that a new  Registration  Statement  filed by the
Company with the SEC promptly  thereafter  may be so utilized).  In the event of
any reduction in Registrable Securities pursuant to this paragraph,  the Company
shall file  additional  Registration  Statements in accordance with Section 2(d)
until such time as all Registrable Securities have been included in Registration
Statements  that have  been  declared  effective  and the  prospectus  contained
therein is available for use by the Investor.

3. Related Obligations.

     The Company  shall use its  commercially  reasonable  efforts to effect the
registration  of the  Registrable  Securities  in  accordance  with the intended
method of disposition thereof, and, pursuant thereto, the Company shall have the
following obligations:

     (a) The Company shall promptly prepare and file with the SEC a Registration
Statement with respect to the Registrable Securities (but in no event later than
the applicable Filing Deadline) and use its commercially  reasonable  efforts to
cause such  Registration  Statement to become  effective as soon as  practicable
after  such  filing  (but in no event  later than the  applicable  Effectiveness
Deadline).  Subject to  Allowable  Grace  Periods,  the Company  shall keep each
Registration Statement effective (and the prospectus contained therein available
for use)  pursuant  to Rule 415 for  resales  by the  Investor  on a delayed  or
continuous basis at then-prevailing  market prices (and not fixed prices) at all
times until the earlier of (i) the date as of which the Investor may sell all of
the Registrable Securities required to be covered by such Registration Statement
(disregarding  any  reduction  pursuant  to Section  2(g))  without  restriction
pursuant  to Rule 144 and without the need for  current  public  information  as
required by Rule 144(c)(1) (or Rule 144(i)(2),  if applicable) and (ii) the date
on which the Investor shall have sold all of the Registrable  Securities covered
by such  Registration  Statement (the  "REGISTRATION  PERIOD").  Notwithstanding
anything  to the  contrary  contained  in this  Agreement  (but  subject  to the
provisions  of Section 3(q) hereof),  the Company shall ensure that,  when filed
and at all  times  while  effective,  each  Registration  Statement  (including,
without limitation,  all amendments and supplements  thereto) and the prospectus
(including,  without limitation, all amendments and supplements thereto) used in
connection  with such  Registration  Statement  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 (in the case of
prospectuses,  in the light of the  circumstances  in which  they were made) not
misleading.  The Company  shall submit to the SEC,  within two (2) Business Days
after  the  later of the date that (i) the  Company  learns  that no review of a
particular  Registration  Statement  will be made by the Staff or that the Staff
has no further comments on a particular  Registration Statement (as the case may
be) and (ii) the approval of Legal Counsel is obtained  pursuant to Section 3(c)
(which  approval  shall be  promptly  sought),  a request  for  acceleration  of
effectiveness of such  Registration  Statement to a time and date not later than
forty-eight (48) hours after the submission of such request.

     (b) Subject to Section 3(q) of this  Agreement,  the Company  shall prepare
and  file  with  the  SEC  such  amendments   (including,   without  limitation,
post-effective  amendments) and supplements to each  Registration  Statement and
the prospectus used in connection with each such Registration  Statement,  which
prospectus is to be filed pursuant to Rule 424 promulgated  under the Securities
Act, as may be necessary to keep each such Registration Statement effective (and
the  prospectus  contained  therein  current and available for use) at all times
during the Registration Period for such Registration Statement, and, during such
period,  comply with the  provisions of the  Securities  Act with respect to the
disposition of all Registrable  Securities of the Company required to be covered
by such  Registration  Statement  until  such  time  as all of such  Registrable
Securities  shall have been disposed of in accordance with the intended  methods
of  disposition  by  the  seller  or  sellers  thereof  as  set  forth  in  such
Registration  Statement.  Without limiting the generality of the foregoing,  the
Company  covenants  and agrees  that (i) at or before  8:30 a.m.  (New York City
time) on the Trading Day immediately  following each Effective Date, the Company
shall file with the SEC in accordance  with Rule 424(b) under the Securities Act
the  final  prospectus  to be used in  connection  with  sales  pursuant  to the

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applicable Registration Statement, and (ii) if the transactions  contemplated by
any Draw Down (as defined in the Purchase Agreement) are material to the Company
(individually or collectively  with all other prior Draw Downs, the consummation
of which have not previously  been reported in any prospectus  supplement  filed
with the SEC under  Rule  424(b)  under the  Securities  Act or in any  periodic
report  filed by the Company with the SEC under the  Securities  Exchange Act of
1934,  as amended (the  "EXCHANGE  ACT")),  or if otherwise  required  under the
Securities  Act,  in each case as  reasonably  determined  by the Company or the
Investor,  then, on the first Trading Day immediately following the last Trading
Day of the Pricing Period with respect to such Draw Down, the Company shall file
with the SECa prospectus supplement pursuant to Rule 424(b) under the Securities
Act with respect to the applicable Draw Down(s),  disclosing the total Draw Down
Amount Requested pursuant to such Draw Down(s),  the total number of Shares that
have been (or are to be) issued and sold to the  Investor  pursuant to such Draw
Down(s),  the total  purchase price for the Shares subject to such Draw Down(s),
the applicable  Discount Price(s) for such Shares and the net proceeds that have
been (or are to be) received by the Company from the sale of such Shares. To the
extent not previously  disclosed in the  prospectus or a prospectus  supplement,
the  Company  shall  disclose in its  Quarterly  Reports on Form 10-Q and in its
Annual  Reports  on Form  10-K  the  information  described  in the  immediately
preceding sentence relating to any Draw Down(s)  consummated during the relevant
fiscal quarter.  In the case of amendments and  supplements to any  Registration
Statement  or  prospectus  which  are  required  to be  filed  pursuant  to this
Agreement  (including,  without  limitation,  pursuant to this Section  3(b)) by
reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any
analogous  report under the Exchange  Act, the Company  shall have  incorporated
such report by reference into such  Registration  Statement and  prospectus,  if
applicable,  or shall file such  amendments or supplements  to the  Registration
Statement or  prospectus  with the SEC on the same day on which the Exchange Act
report is filed  which  created  the  requirement  for the  Company  to amend or
supplement  such  Registration  Statement  or  prospectus,  for the  purpose  of
including or  incorporating  such report into such  Registration  Statement  and
prospectus.  The  Company  consents  to the  use of the  prospectus  (including,
without  limitation,  any  supplement  thereto)  included  in each  Registration
Statement in accordance  with the  provisions of the Securities Act and with the
securities  or "Blue  Sky" laws of the  jurisdictions  in which the  Registrable
Securities  may be sold by the Investor,  in  connection  with the resale of the
Registrable Securities and for such period of time thereafter as such prospectus
(including, without limitation, any supplement thereto) (or in lieu thereof, the
notice  referred to in Rule 173(a) under the Securities  Act) is required by the
Securities  Act to be  delivered  in  connection  with  resales  of  Registrable
Securities.

     (c) The Company  shall (A) permit Legal  Counsel to review and comment upon
(i) each  Registration  Statement at least five (5)  Business  Days prior to its
filing with the SEC (or such shorter  period as may be agreed to by the Investor
and Legal Counsel) and (ii) all amendments and supplements to each  Registration
Statement  (including,  without  limitation,  the prospectus  contained therein)
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports  on Form  8-K,  and any  similar  or  successor  reports  or  prospectus
supplements  the contents of which is limited to that set forth in such reports)
within a  reasonable  number of days prior to their filing with the SEC, and (B)
shall give due  consideration  to all comments of the Investor and Legal Counsel
on any such Registration  Statement or amendment or supplement thereto or to any
prospectus  contained  therein.  The  Company  shall  promptly  furnish to Legal
Counsel,  without charge, (i) electronic copies of any  correspondence  from the
SEC or the  Staff  to  the  Company  or its  representatives  relating  to  each
Registration  Statement (which  correspondence  shall be redacted to exclude any
material,   non-public   information   regarding  the  Company  or  any  of  its
Subsidiaries),  (ii) after the same is prepared  and filed with the SEC, one (1)
electronic  copy  of  each  Registration  Statement  and  any  amendment(s)  and
supplement(s) thereto, including,  without limitation,  financial statements and
schedules,  all documents incorporated therein by reference, if requested by the
Investor, and all exhibits and (iii) upon the effectiveness of each Registration
Statement,   one  (1)  electronic  copy  of  the  prospectus  included  in  such
Registration  Statement and all amendments and supplements  thereto. The Company
shall  reasonably  cooperate  with Legal  Counsel in  performing  the  Company's
obligations pursuant to this Section 3.

     (d) Without  limiting  any  obligation  of the Company  under the  Purchase
Agreement,  the Company shall promptly furnish to the Investor,  without charge,
(i)  after  the same is  prepared  and  filed  with the  SEC,  at least  one (1)
electronic  copy  of  each  Registration  Statement  and  any  amendment(s)  and
supplement(s) thereto, including,  without limitation,  financial statements and
schedules,  all documents incorporated therein by reference, if requested by the

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Investor,  all  exhibits  and  each  preliminary   prospectus,   (ii)  upon  the
effectiveness  of each  Registration  Statement,  one (1) electronic copy of the
prospectus  included  in such  Registration  Statement  and all  amendments  and
supplements  thereto  (or such  other  number  of  copies  as the  Investor  may
reasonably request from time to time) and (iii) such other documents, including,
without  limitation,  copies  of any  preliminary  or final  prospectus,  as the
Investor may  reasonably  request from time to time in order to  facilitate  the
disposition of the Registrable Securities owned by the Investor.

     (e) The Company  shall take such action as is necessary to (i) register and
qualify,  unless an exemption from registration and qualification  applies,  the
resale by the Investor of the Registrable  Securities  covered by a Registration
Statement  under such  other  securities  or "Blue  Sky" laws of all  applicable
jurisdictions   in  the  United   States,   (ii)   prepare  and  file  in  those
jurisdictions,  such amendments (including,  without limitation,  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, the
Company shall not be required in connection  therewith or as a condition thereto
to (x) qualify to do business in any  jurisdiction  where it would not otherwise
be required to qualify but for this Section 3(e),  (y) subject itself to general
taxation in any such  jurisdiction,  or (z) file a general consent to service of
process in any such  jurisdiction.  The  Company  shall  promptly  notify  Legal
Counsel and the Investor of the receipt by the Company of any notification  with
respect to the suspension of the  registration  or  qualification  of any of the
Registrable  Securities  for sale under the securities or "Blue Sky" laws of any
jurisdiction  in the  United  States  or its  receipt  of  actual  notice of the
initiation or threatening of any proceeding for such purpose.

     (f) The Company  shall notify Legal  Counsel and the Investor in writing of
the happening of any event,  as promptly as practicable  after becoming aware of
such  event,  as a result of which the  prospectus  included  in a  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission to state a material fact required to be stated  therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not  misleading  (provided that in no event shall such notice contain
any  material,  non-public  information  regarding  the  Company  or  any of its
Subsidiaries),  and,  subject to Section 3(q),  promptly prepare a supplement or
amendment to such Registration  Statement and such prospectus  contained therein
to correct such untrue statement or omission and deliver one (1) electronic copy
of such supplement or amendment to Legal Counsel and the Investor (or such other
number of copies as Legal Counsel or the Investor may reasonably  request).  The
Company shall also promptly notify Legal Counsel and the Investor in writing (i)
when a prospectus or any prospectus  supplement or post-effective  amendment has
been filed, when a Registration  Statement or any  post-effective  amendment has
become effective (notification of such effectiveness shall be delivered to Legal
Counsel  and the  Investor  by  facsimile  or  e-mail  on the  same  day of such
effectiveness  and by overnight  mail),  and when the Company  receives  written
notice  from  the  SEC  that a  Registration  Statement  or  any  post-effective
amendment  will be  reviewed  by the  SEC,  (ii) of any  request  by the SEC for
amendments or supplements to a Registration  Statement or related  prospectus or
related  information,  (iii) of the Company's  reasonable  determination  that a
post-effective  amendment to a Registration  Statement  would be appropriate and
(iv) of the  receipt  of any  request  by the SEC or any other  federal or state
governmental   authority  for  any  additional   information   relating  to  the
Registration  Statement or any  amendment or  supplement  thereto or any related
prospectus. The Company shall respond as promptly as practicable to any comments
received from the SEC with respect to a Registration  Statement or any amendment
thereto.  Nothing in this Section 3(f) shall limit any obligation of the Company
under the Purchase Agreement.

     (g) The Company  shall (i) use its  reasonable  best efforts to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement or the use of any prospectus  contained therein,  or the
suspension of the qualification, or the loss of an exemption from qualification,
of any of the Registrable  Securities for sale in any jurisdiction  and, if such
an order or  suspension  is issued,  to obtain the  withdrawal  of such order or
suspension  at the earliest  possible time and (ii) notify Legal Counsel and the
Investor of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding for such purpose.

     (h) Upon the  written  request  of the  Investor,  the  Company  shall make
available for inspection during normal business hours by (i) the Investor,  (ii)
Legal Counsel and (iii) one (1) firm of accountants or other agents  retained by

                                      A-6
<PAGE>
such Investor  (collectively,  the  "INSPECTORS"),  all pertinent  financial and
other records,  and pertinent  corporate documents and properties of the Company
(collectively,  the "RECORDS"),  as shall be reasonably deemed necessary by each
Inspector,  and cause the Company's officers,  directors and employees to supply
all information which any Inspector may reasonably request;  provided,  however,
each  Inspector  shall agree in writing to hold in strict  confidence and not to
make any  disclosure  (except  to the  Investor)  or use of any  Record or other
information  which the Company's board of directors  determines in good faith to
be  confidential,  and of which  determination  the  Inspectors are so notified,
unless (a) the  disclosure  of such  Records is  necessary to avoid or correct a
misstatement or omission in any Registration  Statement or is otherwise required
under the Securities Act, (b) the release of such Records is ordered pursuant to
a final,  non-appealable  subpoena or order from a court or  government  body of
competent  jurisdiction,  or (c) the  information  in such Records has been made
generally  available to the public other than by disclosure in violation of this
Agreement  or any  other  Transaction  Document  (as  defined  in  the  Purchase
Agreement).  The Investor agrees that it shall, upon learning that disclosure of
such  Records  is  sought  in or by a court or  governmental  body of  competent
jurisdiction or through other means, give prompt notice to the Company and allow
the  Company,  at its  expense,  to  undertake  appropriate  action  to  prevent
disclosure  of,  or to  obtain  a  protective  order  for,  the  Records  deemed
confidential.  Nothing herein (or in any other confidentiality agreement between
the Company and the  Investor,  if any) 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.

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

     (j) Without  limiting  any  obligation  of the Company  under the  Purchase
Agreement, the Company shall use its reasonable best efforts either to (i) cause
all of the Registrable  Securities covered by each Registration  Statement to be
listed on each  securities  exchange  on which  securities  of the same class or
series  issued by the  Company are then  listed,  if any, if the listing of such
Registrable  Securities  is then  permitted  under the rules of such exchange or
(ii) secure  designation  and  quotation  of all of the  Registrable  Securities
covered by each  Registration  Statement on another Trading Market, or (iii) if,
despite the Company's  reasonable best efforts to satisfy the preceding  clauses
(i) or (ii) the Company is unsuccessful in satisfying the preceding  clauses (i)
or (ii), without limiting the generality of the foregoing, to use its reasonable
best  efforts to arrange  for at least two market  makers to  register  with the
Financial  Industry  Regulatory  Authority  (f/k/a the National  Association  of
Securities  Dealers,  Inc.)  ("FINRA") as such with respect to such  Registrable
Securities.  In addition,  the Company shall cooperate with the Investor and any
Broker-Dealer  through  which  the  Investor  proposes  to sell its  Registrable
Securities  in  effecting  a filing  with FINRA  pursuant  to FINRA Rule 5110 as
requested  by the  Investor.  The  Company  shall pay all fees and  expenses  in
connection with satisfying its obligation under this Section 3(j).

     (k) The  Company  shall  cooperate  with the  Investor  and,  to the extent
applicable,  facilitate the timely preparation and delivery of certificates (not
bearing any restrictive  legend)  representing the Registrable  Securities to be
offered pursuant to a Registration  Statement and enable such certificates to be
in such  denominations  or  amounts  (as the  case may be) as the  Investor  may
reasonably  request  from  time to time  and  registered  in such  names  as the
Investor may request.  Certificates  for  Registrable  Securities  free from all
restrictive  legends may be transmitted by the transfer agent to the Investor by
crediting an account at DTC as directed by the Investor.

     (l) If requested by the Investor,  the Company shall as soon as practicable
after  receipt of notice from the  Investor  and subject to Section 3(q) hereof,
(i)  incorporate  in a prospectus  supplement or  post-effective  amendment such
information as the Investor  reasonably requests to be included therein relating
to the sale and  distribution  of  Registrable  Securities,  including,  without

                                      A-7
<PAGE>
limitation,  information  with respect to the number of  Registrable  Securities
being  offered or sold,  the  purchase  price being paid  therefor and any other
terms of the offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus  supplement or  post-effective
amendment  after  being  notified  of the  matters  to be  incorporated  in such
prospectus supplement or post-effective  amendment; and (iii) supplement or make
amendments  to any  Registration  Statement or prospectus  contained  therein if
reasonably requested by the Investor.

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

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

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

     (p) Within one (1) Business  Day after each  Registration  Statement  which
covers  Registrable  Securities  is declared  effective  by the SEC, the Company
shall deliver,  and shall cause legal counsel for the Company to deliver, to the
transfer  agent for such  Registrable  Securities  (with copies to the Investor)
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit A.

     (q)  Notwithstanding  anything to the  contrary  herein (but subject to the
last sentence of this Section  3(q)),  at any time after the Effective Date of a
particular  Registration  Statement,  the  Company may delay the  disclosure  of
material,   non-public   information  concerning  the  Company  or  any  of  its
Subsidiaries  the  disclosure  of which at the  time is not,  in the good  faith
opinion of the board of directors of the  Company,  in the best  interest of the
Company  and, in the opinion of counsel to the  Company,  otherwise  required (a
"GRACE PERIOD"), provided that the Company shall promptly, but in no event later
than 9:30 a.m. (New York City time) on the second Trading Day immediately  prior
to the  commencement  of any Grace  Period  (except  for such  case  where it is
impossible to provide such  two-Trading  Day advance  notice,  in which case the
Company shall  provide such notice as soon as possible),  notify the Investor in
writing of the (i) existence of material,  non-public information giving rise to
a Grace Period (provided that in each such notice the Company shall not disclose
the content of such  material,  non-public  information to the Investor) and the
date on which  such  Grace  Period  will begin and (ii) date on which such Grace
Period  ends,  provided  further  that  (I) no  Grace  Period  shall  exceed  20
consecutive  Trading Days and during any 365-day  period all such Grace  Periods
shall not exceed an aggregate of 60 Trading Days;  provided,  further,  that the
Company shall not register any securities for the account of itself or any other
stockholder  during any such Grace Period (other than pursuant to a registration
statement on Form S-4 or S-8), (II) the first day of any Grace Period must be at
least  three  Trading  Days (or such  shorter  period  as may be  agreed  by the
parties)  after the last day of any prior Grace Period and (III) no Grace Period
may exist during (A) the first 10  consecutive  Trading Days after the Effective
Date of the particular Registration Statement or (B) the five-Trading Day period
following each Settlement Date (each, an "ALLOWABLE GRACE PERIOD"). For purposes
of determining the length of a Grace Period above, such Grace Period shall begin
on and include the date set forth in the notice referred to in clause (i) above,
provided  that such notice is received by the  Investor not later than 9:30 a.m.
(New  York  City  time) on the  second  Trading  Day  immediately  prior to such
commencement  date (except for such case where it is  impossible to provide such
two-Trading  Day advance  notice,  in which case the Company  shall provide such
notice as soon as  possible)  and shall end on and include the later of the date
the Investor  receives the notice  referred to in clause (ii) above and the date
referred to in such notice.  The  provisions of Section 3(l) hereof shall not be
applicable  during the period of any Allowable Grace Period.  Upon expiration of
each Grace  Period,  the Company  shall again be bound by the first  sentence of
Section 3(f) with  respect to the  information  giving rise thereto  unless such
material,  non-public  information  is  no  longer  applicable.  Notwithstanding
anything to the contrary contained in this Section 3(q), the Company shall cause
its transfer agent to deliver  unlegended shares of Common Stock to a transferee
of the  Investor  in  accordance  with the terms of the  Purchase  Agreement  in
connection  with any sale of  Registrable  Securities  with respect to which the
Investor  has  entered  into a contract  for sale,  and  delivered a copy of the

                                      A-8
<PAGE>
prospectus  included as part of the  particular  Registration  Statement  to the
extent  applicable,  prior to the  Investor's  receipt  of the notice of a Grace
Period and for which the Investor has not yet settled.

     (r) The  Company  shall  take all other  reasonable  actions  necessary  to
expedite  and  facilitate   disposition  by  the  Investor  of  its  Registrable
Securities pursuant to each Registration Statement.

4. Obligations of the Investor.

     (a) At least five Business Days prior to the first anticipated  filing date
of each  Registration  Statement  (or such  shorter  period to which the parties
agree),  the Company shall notify the Investor in writing of the information the
Company requires from the Investor with respect to such Registration  Statement.
It shall be a condition  precedent to the obligations of the Company to complete
the  registration  pursuant to this  Agreement  with respect to the  Registrable
Securities of the Investor  that the Investor  shall furnish to the Company such
information  regarding  itself,  the  Registrable  Securities held by it and the
intended  method of disposition  of the  Registrable  Securities  held by it, as
shall be  reasonably  required to effect and maintain the  effectiveness  of the
registration of such Registrable  Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.

     (b) The Investor, by its 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 each  Registration  Statement
hereunder,  unless  the  Investor  has  notified  the  Company in writing of the
Investor's election to exclude all of the Investor's Registrable Securities from
such Registration Statement.

     (c) The Investor  agrees that,  upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(g) or the first
sentence of 3(f),  the Investor  will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until  the  Investor's  receipt  of the  copies  of the
supplemented  or amended  prospectus  contemplated  by Section 3(g) or the first
sentence of Section 3(f) or receipt of notice that no supplement or amendment is
required.  Notwithstanding  anything to the contrary in this Section  4(c),  the
Company shall cause its transfer  agent to deliver  unlegended  shares of Common
Stock to a  transferee  of the  Investor  in  accordance  with the  terms of the
Purchase  Agreement in connection  with any sale of Registrable  Securities with
respect to which the  Investor has entered into a contract for sale prior to the
Investor's receipt of a notice from the Company of the happening of any event of
the kind described in Section 3(g) or the first sentence of Section 3(f) and for
which the Investor has not yet settled.

     (d)  The  Investor  covenants  and  agrees  that it will  comply  with  the
prospectus  delivery and other  requirements of the Securities Act as applicable
to  it  in  connection  with  sales  of  Registrable  Securities  pursuant  to a
Registration Statement.

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
qualifications  fees,  printers and accounting  fees, FINRA filing fees (if any)
and fees and  disbursements  of  counsel  for the  Company  shall be paid by the
Company.

6. Indemnification.

     (a)  In  the  event  any   Registrable   Securities  are  included  in  any
Registration Statement under this Agreement,  to the fullest extent permitted by
law, the Company will, and hereby does, indemnify,  hold harmless and defend the
Investor,  each of its directors,  officers,  shareholders,  members,  partners,
employees,  agents,  advisors,  representatives  (and any other  Persons  with a
functionally equivalent role of a Person holding such titles notwithstanding the
lack of such title or any other title) and each Person, if any, who controls the
Investor  within the meaning of the  Securities Act or the Exchange Act and each
of the directors, officers, shareholders,  members, partners, employees, agents,
advisors,  representatives (and any other Persons with a functionally equivalent

                                      A-9
<PAGE>
role of a Person holding such titles  notwithstanding  the lack of such title or
any other title) of such  controlling  Persons  (each,  an "INVESTOR  PARTY" and
collectively, the "INVESTOR PARTIEs"), against any losses, obligations,  claims,
damages, liabilities, contingencies, judgments, fines, penalties, charges, costs
(including,  without limitation,  court costs, reasonable attorneys' fees, costs
of defense and investigation),  amounts paid in settlement or expenses, joint or
several,  (collectively,  "CLAIMS")  incurred  in  investigating,  preparing  or
defending any action, claim, suit, inquiry, proceeding,  investigation or appeal
taken from the foregoing by or before any court or governmental,  administrative
or other  regulatory  agency,  body or the SEC,  whether  pending or threatened,
whether  or not an  Investor  Party is or may be a party  thereto  ("INDEMNIFIED
Damages"),  to which any of them may become  subject  insofar as such Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based  upon:  (i) any untrue  statement  or  alleged  untrue
statement of a material fact in a Registration  Statement or any  post-effective
amendment  thereto or in any filing made in connection with the qualification of
the offering under the  securities or other "Blue Sky" laws of any  jurisdiction
in which Registrable Securities are offered ("BLUE SKY FILING"), or the omission
or alleged  omission to state a material fact  required to be stated  therein or
necessary  to make the  statements  therein  not  misleading  or (ii) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
prospectus (as amended or supplemented)  or in any prospectus  supplement 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  (the  matters in the  foregoing
clauses  (i) and (ii)  being,  collectively,  "VIOLATIONS").  Subject to Section
6(c),  the  Company  shall  reimburse  the  Investor  Parties,  promptly as such
expenses  are  incurred  and are due and  payable,  for any legal  fees or other
reasonable  expenses  incurred  by  them in  connection  with  investigating  or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 6(a): (i) shall
not  apply to a Claim  by an  Investor  Party  arising  out of or  based  upon a
Violation  which  occurs in reliance  upon and in  conformity  with  information
furnished  in writing to the Company by such  Investor  Party for such  Investor
Party expressly for use in connection with the preparation of such  Registration
Statement,  prospectus or prospectus supplement or any such amendment thereof or
supplement  thereto;  (ii) shall not be  available to the Investor to the extent
such  Claim is based on a failure of the  Investor  to deliver or to cause to be
delivered the  prospectus  (as amended or  supplemented)  made  available by the
Company (to the extent applicable),  including,  without limitation, a corrected
prospectus,  if such  prospectus  (as  amended  or  supplemented)  or  corrected
prospectus was timely made available by the Company pursuant to Section 3(d) and
then only if, and to the extent  that,  following  the receipt of the  corrected
prospectus  no grounds  for such Claim would have  existed;  and (iii) shall not
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably  withheld or delayed. Such indemnity shall remain in full force and
effect  regardless  of any  investigation  made by or on behalf of the  Investor
Party and shall survive the transfer of any of the Registrable Securities by the
Investor pursuant to Section 9.

     (b) In connection with any Registration  Statement in which the Investor is
participating,  the Investor agrees to severally and not jointly indemnify, hold
harmless  and defend,  to the same extent and in the same manner as is set forth
in Section 6(a), the Company,  each of its  directors,  each of its officers who
signs the  Registration  Statement  and each  Person,  if any,  who controls the
Company within the meaning of the  Securities Act or the Exchange Act (each,  an
"COMPANY PARTY"),  against any Claim or Indemnified Damages to which any of them
may become  subject,  under the  Securities  Act, the Exchange Act or otherwise,
insofar as such Claim or Indemnified  Damages arise out of or are based upon any
Violation,  in each  case,  to the  extent,  and only to the  extent,  that such
Violation  occurs in reliance  upon and in conformity  with written  information
relating to the Investor  furnished to the Company by the Investor expressly for
use in connection with such Registration Statement; and, subject to Section 6(c)
and the below  provisos in this  Section  6(b),  the Investor  will  reimburse a
Company Party any legal or other  expenses  reasonably  incurred by such Company
Party in connection with  investigating  or defending any such Claim;  provided,
however,  the  indemnity  agreement  contained  in  this  Section  6(b)  and the
agreement with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  the  Investor,  which  consent  shall  not  be
unreasonably  withheld or delayed,  provided  further that the Investor shall be
liable under this  Section  6(b) for only that amount of a Claim or  Indemnified
Damages as does not exceed the net  proceeds to the  Investor as a result of the
applicable  sale  of  Registrable   Securities  pursuant  to  such  Registration
Statement.  Such indemnity  shall remain in full force and effect  regardless of
any  investigation  made by or on behalf of such Company Party and shall survive
the transfer of any of the  Registrable  Securities by the Investor  pursuant to
Section 9.

                                      A-10
<PAGE>
     (c) Promptly  after  receipt by an Investor  Party or Company Party (as the
case may be) under this Section 6 of notice of the commencement of any action or
proceeding   (including,   without   limitation,   any  governmental  action  or
proceeding) involving a Claim, such Investor Party or Company Party (as the case
may  be)  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 Investor Party or the Company Party (as the case may
be); provided,  however, an Investor Party or Company Party (as the case may be)
shall have the right to retain its own  counsel  with the fees and  expenses  of
such counsel to be paid by the indemnifying party if: (i) the indemnifying party
has agreed in writing to pay such fees and expenses; (ii) the indemnifying party
shall have  failed  promptly  to assume the  defense of such Claim and to employ
counsel reasonably  satisfactory to such Investor Party or Company Party (as the
case may be) in any such  Claim;  or (iii) the named  parties  to any such Claim
(including,  without  limitation,  any  impleaded  parties)  include  both  such
Investor Party or Company Party (as the case may be) and the indemnifying party,
and such  Investor  Party or such Company  Party (as the case may be) shall have
been  advised by counsel  that a conflict  of interest is likely to exist if the
same counsel were to represent such Investor Party or such Company Party and the
indemnifying  party (in which case, if such Investor Party or such Company Party
(as the case may be) notifies the  indemnifying  party in writing that it elects
to employ separate  counsel at the expense of the indemnifying  party,  then the
indemnifying  party  shall not have the right to assume the  defense  thereof on
behalf of the indemnified  party and such counsel shall be at the expense of the
indemnifying party,  provided further that in the case of clause (iii) above the
indemnifying party shall not be responsible for the reasonable fees and expenses
of more than one (1) separate legal counsel for all Investor  Parties or Company
Parties (as the case may be). The Company  Party or Investor  Party (as the case
may be) shall  reasonably  cooperate with the  indemnifying  party in connection
with any negotiation or defense of any such action or Claim by the  indemnifying
party and shall furnish to the  indemnifying  party all  information  reasonably
available  to the  Company  Party or  Investor  Party (as the case may be) which
relates to such action or Claim. The  indemnifying  party shall keep the Company
Party or Investor Party (as the case may be) reasonably apprised at all times as
to the  status  of the  defense  or any  settlement  negotiations  with  respect
thereto. No indemnifying party shall be liable for any settlement of any action,
claim or  proceeding  effected  without  its prior  written  consent;  provided,
however,  the  indemnifying  party  shall not  unreasonably  withhold,  delay or
condition its consent.  No indemnifying  party shall,  without the prior written
consent of the Company Party or Investor Party (as the case may be),  consent to
entry of any judgment or enter into any  settlement  or other  compromise  which
does not include as an unconditional  term thereof the giving by the claimant or
plaintiff  to such  Company  Party or  Investor  Party (as the case may be) of a
release  from all  liability  in respect to such Claim or  litigation,  and such
settlement  shall  not  include  any  admission  as to  fault on the part of the
Company Party.  For the avoidance of doubt, the immediately  preceding  sentence
shall apply to  Sections  6(a) and 6(b)  hereof.  Following  indemnification  as
provided for hereunder, the indemnifying party shall be subrogated to all rights
of the Company Party or Investor  Party (as the case may be) with respect to all
third  parties,   firms  or  corporations  relating  to  the  matter  for  which
indemnification  has been made.  The  failure to deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Investor  Party or  Company  Party (as the case may be) under  this  Section  6,
except to the extent that the  indemnifying  party is  materially  and adversely
prejudiced in its ability to defend such action.

     (d) No Person involved in the sale of Registrable  Securities who is guilty
of  fraudulent  misrepresentation  (within the  meaning of Section  11(f) of the
Securities   Act)  in   connection   with  such  sale  shall  be   entitled   to
indemnification from any Person involved in such sale of Registrable  Securities
who is not guilty of fraudulent misrepresentation.

     (e) The  indemnification  required  by  this  Section  6  shall  be made by
periodic  payments of the amount thereof during the course of the  investigation
or defense,  as and when bills are received or Indemnified Damages are incurred;
provided  that the Investor  shall  promptly  reimburse the Company for all such
payments to the extent a court of  competent  jurisdiction  determines  that any
Investor Party was not entitled to such payments.

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

                                      A-11
<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: (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 of this
Agreement,  (ii) no Person involved in the sale of Registrable  Securities which
Person is guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities  Act) in connection  with such sale shall be entitled to
contribution from any Person involved in such sale of Registrable Securities who
was not guilty of fraudulent  misrepresentation;  and (iii)  contribution by any
seller of Registrable Securities shall be limited in amount to the amount of net
proceeds  received by such seller from the applicable  sale of such  Registrable
Securities  pursuant  to  such  Registration   Statement.   Notwithstanding  the
provisions of this Section 7, the Investor  shall not be required to contribute,
in the  aggregate,  any amount in excess of the amount by which the net proceeds
actually  received by the Investor from the applicable  sale of the  Registrable
Securities  subject  to the Claim  exceeds  the amount of any  damages  that the
Investor has otherwise  been required to pay, or would  otherwise be required to
pay under Section 6(b), by reason of such untrue or alleged untrue  statement or
omission or alleged omission.

8. Reports Under the Exchange Act.

     With a view to making  available  to the Investor the benefits of Rule 144,
the Company agrees to:

     (a) use its  reasonable  best  efforts to make and keep public  information
available, as those terms are understood and defined in Rule 144;

     (b) use its reasonable best efforts to file with the SEC in a timely manner
all reports and other documents required of the Company under the Securities Act
and the Exchange Act so long as the Company remains subject to such requirements
(it being  understood  that  nothing  herein  shall  limit any of the  Company's
obligations  under the  Purchase  Agreement)  and the filing of such reports and
other documents is required for the applicable provisions of Rule 144;

     (c)  furnish  to the  Investor  so long as the  Investor  owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company,  if
true,  that  it  has  complied  with  the  reporting,   submission  and  posting
requirements  of Rule 144 and the Exchange  Act,  (ii) a copy of the most recent
annual or quarterly  report of the Company and such other  reports and documents
so filed by the Company with the SEC if such reports are not publicly  available
via EDGAR,  and (iii) such other  information as may be reasonably  requested to
permit  the  Investor  to sell  such  securities  pursuant  to Rule 144  without
registration; and

     (d) take such additional action as is reasonably  requested by the Investor
to enable the Investor to sell the Registrable  Securities pursuant to Rule 144,
including,  without  limitation,  delivering all such legal opinions,  consents,
certificates,  resolutions and  instructions to the Company's  Transfer Agent as
may be  reasonably  requested  from time to time by the Investor  and  otherwise
fully  cooperate  with  Investor  and  Investor's  broker to effect such sale of
securities pursuant to Rule 144.

9. Assignment of Registration Rights.

     The Company  shall not assign this  Agreement or any rights or  obligations
hereunder  without the prior written  consent of the Investor.  The Investor may
not assign its rights  under this  Agreement  other than to an  affiliate of the
Investor.

10. Amendment or Waiver.

     No provision of this Agreement may be amended or waived by the parties from
and after the date that is one Trading  Day  immediately  preceding  the initial
filing of the  Registration  Statement with the SEC.  Subject to the immediately

                                      A-12
<PAGE>
preceding sentence, no provision of this Agreement may be (i) amended other than
by a written  instrument signed by both parties hereto or (ii) waived other than
in a written  instrument  signed by the party against whom  enforcement  of such
waiver is sought.  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.

11. Miscellaneous.

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

     (b) Any  notices,  consents,  waivers or other  communications  required or
permitted  to be  given  under  the  terms of this  Agreement  shall be given in
accordance with Section 10.4 of the Purchase Agreement.

     (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.  The Company and the Investor acknowledge
and agree  that  irreparable  damage  would  occur in the event  that any of the
provisions  of this  Agreement  were not  performed  in  accordance  with  their
specific terms or were otherwise breached.  It is accordingly agreed that either
party shall be  entitled  to an  injunction  or  injunctions  to prevent or cure
breaches of the  provisions of this  Agreement by the other party and to enforce
specifically  the terms and provisions  hereof (without the necessity of showing
economic loss and without any bond or other security being required), this being
in addition to any other  remedy to which either party may be entitled by law or
equity.

     (d) All questions  concerning the construction,  validity,  enforcement and
interpretation  of this Agreement  shall be governed by the internal laws of the
State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other  jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of New York.  Each  party  hereby  irrevocably  submits  to the  exclusive
jurisdiction  of the federal courts sitting in The City of New York,  Borough of
Manhattan,  for the  adjudication  of any  dispute  hereunder  or in  connection
herewith or with any transaction  contemplated  hereby or discussed herein,  and
hereby  irrevocably  waives,  and  agrees  not to assert in any suit,  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any  such  court,  that  such  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve  process in any manner  permitted by law.
If any  provision of this  Agreement  shall be invalid or  unenforceable  in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or  enforceability  of any  provision  of this  Agreement  in any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND
AGREES  NOT TO  REQUEST,  A JURY  TRIAL  FOR  THE  ADJUDICATION  OF ANY  DISPUTE
HEREUNDER  OR IN  CONNECTION  HEREWITH OR ARISING OUT OF THIS  AGREEMENT  OR ANY
TRANSACTION CONTEMPLATED HEREBY.

     (e)  The  Transaction   Documents  set  forth  the  entire   agreement  and
understanding  of the parties  solely with respect to the subject matter thereof
and  supersedes  all  prior and  contemporaneous  agreements,  negotiations  and
understandings  between the parties, both oral and written,  solely with respect
to  such  matters.  There  are no  promises,  undertakings,  representations  or
warranties by either party  relative to subject  matter hereof not expressly set
forth in the Transaction Documents.  Notwithstanding  anything in this Agreement
to the contrary and without  implication  that the contrary  would  otherwise be
true,  nothing contained in this Agreement shall limit,  modify or affect in any
manner  whatsoever  (i) the  conditions  precedent  to a Draw Down  contained in
Article  VII of the  Purchase  Agreement,  including,  without  limitation,  the
condition  precedent  contained in Section  7.2(iii)  thereof or (ii) any of the
Company's obligations under the Purchase Agreement.

                                      A-13
<PAGE>
     (f) Subject to compliance with Section 9, this Agreement shall inure to the
benefit of and be binding upon the permitted  successors  and assigns of each of
the  parties  hereto.  This  Agreement  is not for the  benefit  of, nor may any
provision  hereof be  enforced  by, any Person,  other than the parties  hereto,
their respective permitted successors and assigns and the Persons referred to in
Sections 6 and 7 hereof.

     (g) The headings in this  Agreement are for  convenience  of reference only
and shall not limit or otherwise  affect the meaning hereof.  Unless the context
clearly indicates otherwise,  each pronoun herein shall be deemed to include the
masculine,  feminine,  neuter,  singular  and plural  forms  thereof.  The terms
"including,"  "includes,"  "include" and words of like import shall be construed
broadly as if followed by the words "without  limitation."  The terms  "herein,"
"hereunder,"  "hereof" and words of like import  refer to this entire  Agreement
instead of just the provision in which they are found.

     (h) This Agreement may be executed in two or more  identical  counterparts,
all of which shall be  considered  one and the same  agreement  and shall become
effective when  counterparts have been signed by each party and delivered to the
other party.  If any signature is delivered by facsimile  transmission  or by an
e-mail  which  contains a portable  document  format  (.pdf) file of an executed
signature page, such signature page shall create a valid and binding  obligation
of the party  executing (or on whose behalf such signature is executed) with the
same force and effect as if such signature page were an original thereof.

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

     (j) 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.


                            [SIGNATURE PAGES FOLLOW]

                                      A-14
<PAGE>
     IN WITNESS  WHEREOF,  Investor and the Company have caused their respective
signature page to this  Registration  Rights Agreement to be duly executed as of
the date first written above.

                                     COMPANY:

                                     TUNGSTEN CORP.

                                     By:_____________________
                                     Name: __________________
                                     Title:__________________


                                      A-15
<PAGE>
     IN WITNESS  WHEREOF,  Investor and the Company have caused their respective
signature page to this  Registration  Rights Agreement to be duly executed as of
the date first written above.

                                     INVESTOR:

                                     HANOVER HOLDINGS I, LLC, a New York
                                     limited liability company

                                     By:_____________________
                                     Its:____________________


                                      A-16
<PAGE>
                                                                       EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

----------------------
----------------------
----------------------
Attention:
          ------------

     RE: TUNGSTEN CORP.

Ladies and Gentlemen:

     [We are][I  am]  counsel  to  Tungsten  Corp.,  a Nevada  corporation  (the
"COMPANY"),  and have  represented  the Company in connection  with that certain
Common  Stock  Purchase  Agreement,  dated  February  18,  2014  (the  "PURCHASE
AGREEMENT"),  entered  into by and  among the  Company  and the  Investor  named
therein  (the  "HOLDER")  pursuant to which the Company will issue to the Holder
from time to time shares of the Company's  common  stock,  $0.0001 par value per
share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company also
has  entered  into  a  Registration   Rights  Agreement  with  the  Holder  (the
"REGISTRATION  RIGHTS  AGREEMENT")  pursuant to which the Company agreed,  among
other things,  to register the offer and sale of the Registrable  Securities (as
defined in the Registration  Rights Agreement) under the Securities Act of 1933,
as amended (the "SECURITIES Act"). In connection with the Company's  obligations
under the Registration Rights Agreement,  on ____________ ___, 2014, the Company
filed a  Registration  Statement on Form S-1 (File No.  333-_____________)  (the
"REGISTRATION  STATEMENT")  with the  Securities  and Exchange  Commission  (the
"SEC")  relating  to the  Registrable  Securities  which  names the Holder as an
underwriter and a selling stockholder thereunder.

     In connection  with the  foregoing,  based solely upon oral advice from the
staff of the SEC, the  Registration  Statement was declared  effective under the
Securities Act on [ENTER DATE OF  EFFECTIVENESS],  and no stop order  suspending
its  effectiveness has been issued and no proceedings for that purpose have been
instituted or overtly threatened.

     This letter shall serve as our  standing  opinion to you that the shares of
Common Stock are freely  transferable by the Holder pursuant to the Registration
Statement, provided the Registration Statement remains effective.

                               Very truly yours,

                               [ISSUER'S COUNSEL]

                               By:_____________________


CC: [LIST NAMES OF HOLDERS]

                                      A-17
<PAGE>
                                                                       EXHIBIT B

                               SELLING STOCKHOLDER

     This  prospectus  relates to the  possible  resale from time to time by the
selling  stockholder  of any or all of the shares of common stock that have been
or may be issued by us to Hanover under the Purchase  Agreement.  For additional
information  regarding the issuance of common stock covered by this  prospectus,
see "Equity  Enhancement  Program With Hanover"  above.  We are  registering the
shares of common stock  pursuant to the  provisions of the  Registration  Rights
Agreement  we entered  into with Hanover on February 18, 2014 in order to permit
the selling stockholder to offer the shares for resale from time to time. Except
for the transactions contemplated by the Purchase Agreement and the Registration
Rights Agreement,  Hanover has not had any material  relationship with us within
the past three years.

     The table below presents information  regarding the selling stockholder and
the  shares  of common  stock  that it may offer  from time to time  under  this
prospectus.  This table is prepared based on  information  supplied to us by the
selling  stockholder,  and reflects holdings as of February 18, 2014. As used in
this prospectus,  the term "selling  stockholder"  means Hanover.  The number of
shares in the  column  "Maximum  Number of Shares of Common  Stock to be Offered
Pursuant to this  Prospectus"  represents all of the shares of common stock that
the selling stockholder may offer under this prospectus. The selling stockholder
may sell some,  all or none of its shares in this  offering.  We do not know how
long the selling  stockholder  will hold the shares before  selling them, and we
currently have no agreements,  arrangements or  understandings  with the selling
stockholder regarding the sale of any of the shares.

     Beneficial  ownership  is  determined  in  accordance  with  Rule  13d-3(d)
promulgated  by the SEC under the Exchange  Act,  and includes  shares of common
stock with respect to which the selling  stockholder  has voting and  investment
power.  The  percentage  of  shares of common  stock  beneficially  owned by the
selling  stockholder  prior to the offering shown in the table below is based on
an aggregate of 71,542,799  shares of our common stock  outstanding  on February
18,  2014.  Because the purchase  price of the shares of common  stock  issuable
under the Purchase  Agreement is determined on each settlement  date, the number
of shares that may actually be sold by the Company under the Purchase  Agreement
may be fewer than the number of shares  being  offered by this  prospectus.  The
fourth  column  assumes  the sale of all of the shares  offered  by the  selling
stockholder pursuant to this prospectus.

                                      A-18
<PAGE>
<TABLE>
<CAPTION>
                                                                       Maximum Number of
                                         Number of Shares of         Shares of Common Stock      Number of Shares of
                                       Common Stock Owned Prior      to be Offered Pursuant      Common Stock Owned
Name of Selling Stockholder                 to Offering               to this Prospectus            After Offering
---------------------------                 -----------               ------------------            --------------
<S>                              <C>                                  <C>                      <C>
                                   Number(1)    Percent(2)                                      Number(3)     Percent(2)
                                   ---------    ----------                                      ---------     ----------
Hanover Holdings I, LLC (4)        5,988,254      7.72%                    21,338,254              -0-            *
</TABLE>

----------

*    Represents beneficial ownership of less than one percent of the outstanding
     shares of our common stock.

(1)  This number  represents (i) 3,923,077  shares of common stock  underlying a
     senior   convertible   note  in  the  principal  amount  of  $127,500  (the
     "Convertible  Note") we issued to Hanover  on  January  2, 2014,  which are
     currently  beneficially owned by Hanover (as calculated pursuant to Section
     13(d) of the Exchange Act),  and (ii) the 2,065,177  shares of common stock
     we issued to Hanover on February 18, 2014 as Initial  Commitment  Shares in
     consideration  for  entering  into  the  Purchase  Agreement  with  us.  In
     accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from
     the number of shares  beneficially  owned prior to the  offering  (a) up to
     3,750,000  shares  that may be issued to Hanover as  Additional  Commitment
     Shares under the terms of the Purchase  Agreement,  because the issuance of
     such shares is dependent on, among other things, the registration statement
     of which this prospectus is a part becoming  effective,  and (b) all of the
     shares that  Hanover  may be  required  to purchase  pursuant to draw downs
     under the Purchase Agreement, because the issuance of such shares is solely
     at our discretion and is subject to certain conditions, the satisfaction of
     all of which are outside of Hanover's  control,  including the registration
     statement  of  which  this  prospectus  is a part  becoming  and  remaining
     effective.  Furthermore,  the maximum amount of each put of common stock to
     Hanover  under the  Purchase  Agreement  is subject to certain  agreed upon
     threshold limitations set forth in the Purchase Agreement.  Also, under the
     terms of the  Purchase  Agreement,  we may not issue  shares of our  common
     stock to Hanover to the extent that Hanover or any of its affiliates would,
     at any time,  beneficially  own more than 9.99% of our  outstanding  common
     stock.

(2)  Applicable percentage ownership is based on 71,542,799 shares of our common
     stock outstanding as of February 18, 2014.

(3)  Assumes the sale of all shares being offered pursuant to this prospectus.

(4)  The business  address of Hanover is c/o Magna Group, 5 Hanover Square,  New
     York,  New York 10004.  Hanover's  principal  business is that of a private
     investment  firm.  We have been advised that Hanover is not a member of the
     Financial  Industry  Regulatory  Authority,  or  FINRA,  or an  independent
     broker-dealer,  and that neither  Hanover nor any of its  affiliates  is an
     affiliate  or an  associated  person  of any FINRA  member  or  independent
     broker-dealer.  We have been further advised that Joshua Sason is the Chief
     Executive  Officer  and  managing  member  of  Hanover  and owns all of the
     membership  interests in Hanover, and that Mr. Sason has sole power to vote
     or to  direct  the  vote  and  sole  power  to  dispose  or to  direct  the
     disposition of all securities owned directly by Hanover.

                                      A-19
<PAGE>
                              PLAN OF DISTRIBUTION

     We are  registering  shares of common stock that have been or may be issued
by us from time to time to Hanover  under the  Purchase  Agreement to permit the
resale of these shares of common stock after the issuance thereof by the selling
stockholder  from time to time  after the date of this  prospectus.  We will not
receive  any of the  proceeds  from the sale by the selling  stockholder  of the
shares  of common  stock.  We will bear all fees and  expenses  incident  to our
obligation to register the shares of common stock.

     The selling  stockholder may decide not to sell any shares of common stock.
The selling  stockholder may sell all or a portion of the shares of common stock
beneficially  owned by it and  offered  hereby  from  time to time  directly  or
through  one or more  underwriters,  broker-dealers  or agents,  who may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
selling stockholder and/or the purchasers of the shares of common stock for whom
they may act as agent. In effecting  sales,  broker-dealers  that are engaged by
the selling  stockholder  may arrange for other  broker-dealers  to participate.
Hanover is an  "underwriter"  within  the  meaning of the  Securities  Act.  Any
brokers,  dealers or agents who participate in the distribution of the shares of
common stock by the selling stockholder may also be deemed to be "underwriters,"
and any  profits  on the  sale of the  shares  of  common  stock by them and any
discounts,  commissions or concessions received by any such brokers,  dealers or
agents may be deemed to be  underwriting  discounts  and  commissions  under the
Securities  Act.  Hanover  has  advised  us  that it  will  use an  unaffiliated
broker-dealer  to effectuate all resales of our common stock.  To our knowledge,
Hanover has not entered into any agreement,  arrangement or  understanding  with
any  particular  broker-dealer  or market  maker  with  respect to the shares of
common stock offered hereby,  nor do we know the identity of the  broker-dealers
or market  makers  that may  participate  in the resale of the  shares.  Because
Hanover is, and any other selling  stockholder,  broker,  dealer or agent may be
deemed to be, an "underwriter" within the meaning of the Securities Act, Hanover
will (and any other selling stockholder, broker, dealer or agent may) be subject
to the prospectus delivery requirements of the Securities Act and may be subject
to certain  statutory  liabilities  of the Securities  Act  (including,  without
limitation,  Sections  11, 12 and 17 thereof)  and Rule 10b-5 under the Exchange
Act.

     The selling  stockholder  will act  independently of us in making decisions
with respect to the timing,  manner and size of each sale.  The shares of common
stock may be sold in one or more  transactions  at fixed  prices,  at prevailing
market prices at the time of the sale, at varying prices  determined at the time
of sale, or at negotiated  prices.  These sales may be effected in transactions,
which may involve crosses or block transactions,  pursuant to one or more of the
following methods:

     *    on any national  securities exchange or quotation service on which the
          securities may be listed or quoted at the time of sale;

     *    in the over-the-counter market in accordance with the rules of NASDAQ;

     *    in transactions otherwise than on these exchanges or systems or in the
          over-the-counter market;

     *    through the writing or settlement of options, whether such options are
          listed on an options exchange or otherwise;

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

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

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

                                      A-20
<PAGE>
     *    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable exchange;

     *    privately negotiated transactions;

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

     *    a combination of any such methods of sale; and

     *    any other method permitted pursuant to applicable law.

     In  addition,  the selling  stockholder  may  transfer the shares of common
stock by other means not described in this prospectus.

     Any  broker-dealer  participating in such transactions as agent may receive
commissions  from the  selling  stockholder  (and,  if they act as agent for the
purchaser of such  shares,  from such  purchaser).  Hanover has informed us that
each such  broker-dealer  will receive  commissions  from Hanover which will not
exceed  customary  brokerage  commissions.  Broker-dealers  may  agree  with the
selling  stockholder to sell a specified  number of shares at a stipulated price
per share,  and, to the extent such a broker-dealer is unable to do so acting as
agent for the selling stockholder, to purchase as principal any unsold shares at
the price  required  to fulfill  the  broker-dealer  commitment  to the  selling
stockholder.  Broker-dealers  who acquire  shares as  principal  may  thereafter
resell  such  shares  from time to time in one or more  transactions  (which may
involve  crosses  and block  transactions  and which  may  involve  sales to and
through other  broker-dealers,  including  transactions of the nature  described
above and pursuant to the one or more of the methods  described  above) at fixed
prices,  at prevailing  market prices at the time of the sale, at varying prices
determined at the time of sale, or at negotiated  prices, and in connection with
such  resales  may  pay  to or  receive  from  the  purchasers  of  such  shares
commissions  computed  as  described  above.  To the extent  required  under the
Securities  Act, an amendment to this  prospectus or a  supplemental  prospectus
will be filed, disclosing:

     *    the name of any such broker-dealers;

     *    the number of shares involved;

     *    the price at which such shares are to be sold;

     *    the  commission  paid or  discounts  or  concessions  allowed  to such
          broker-dealers, where applicable;

     *    that such  broker-dealers  did not conduct any investigation to verify
          the   information  set  out  or  incorporated  by  reference  in  this
          prospectus, as supplemented; and

     *    other facts material to the transaction.

     Hanover has informed us that it does not have any written or oral agreement
or  understanding,  directly or  indirectly,  with any person to distribute  the
common stock.

     Under the securities laws of some states, the shares of common stock may be
sold in such states only through  registered or licensed brokers or dealers.  In
addition,  in some states the shares of common stock may not be sold unless such
shares have been  registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.

                                      A-21
<PAGE>
     There can be no assurance that the selling stockholder will sell any or all
of the shares of common stock registered pursuant to the registration statement,
of which this prospectus forms a part.

     Underwriters  and  purchasers  that  are  deemed   underwriters  under  the
Securities Act may engage in transactions that stabilize,  maintain or otherwise
affect the price of the common stock, including the entry of stabilizing bids or
syndicate  covering  transactions or the imposition of penalty bids. The selling
stockholder  and any other person  participating  in the sale or distribution of
the  shares of common  stock will be subject  to  applicable  provisions  of the
Exchange  Act and the  rules  and  regulations  thereunder  (including,  without
limitation,  Regulation  M of the  Exchange  Act),  which may  restrict  certain
activities  of, and limit the timing of purchases and sales of any of the shares
of common stock by, the selling stockholder and any other participating  person.
To the extent  applicable,  Regulation  M may also  restrict  the ability of any
person  engaged in the  distribution  of the shares of common stock to engage in
market-making  and certain other activities with respect to the shares of common
stock. In addition, the anti-manipulation rules under the Exchange Act may apply
to sales of the shares of common stock in the market.  All of the  foregoing may
affect the  marketability  of the shares of common  stock and the ability of any
person  or entity to engage in  market-making  activities  with  respect  to the
shares of common stock.

     We have  agreed to pay all  expenses of the  registration  of the shares of
common stock pursuant to the registration rights agreement, estimated to be $[ ]
in total,  including,  without  limitation,  Securities and Exchange  Commission
filing fees and expenses of compliance with state securities or "Blue Sky" laws;
provided,  however,  Hanover will pay all selling  commissions,  concessions and
discounts, and other amounts payable to underwriters, dealers or agents, if any,
as well as transfer taxes and certain other expenses associated with the sale of
the shares of common  stock.  We have  agreed to  indemnify  Hanover and certain
other persons  against  certain  liabilities in connection  with the offering of
shares of common stock offered hereby,  including  liabilities arising under the
Securities  Act or, if such  indemnity is  unavailable,  to  contribute  amounts
required  to be paid in  respect  of such  liabilities.  Hanover  has  agreed to
indemnify us against  liabilities  under the  Securities Act that may arise from
any written information  furnished to us by Hanover specifically for use in this
prospectus or, if such indemnity is unavailable,  to contribute amounts required
to be paid in respect of such liabilities.

     At any time a particular offer of the shares of common stock is made by the
selling stockholder, a revised prospectus or prospectus supplement, if required,
will be distributed. Such prospectus supplement or post-effective amendment will
be filed with the Securities  and Exchange  Commission to reflect the disclosure
of any required  additional  information with respect to the distribution of the
shares of  common  stock.  We may  suspend  the sale of  shares  by the  selling
stockholder  pursuant to this prospectus for certain periods of time for certain
reasons,  including if the prospectus is required to be  supplemented or amended
to include additional material information.

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