Unassociated Document


    REGISTRATION
      RIGHTS AGREEMENT

    


    REGISTRATION
      RIGHTS AGREEMENT (this "Agreement"), dated as of December 28,
      2006,
      by and between BIOMETRX, INC., a Delaware corporation (the "Company"), and
      ___________________________________, and
      ______________ (“Buyer”).

    


    WHEREAS:

    


    A.
      In
      connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the "Securities Purchase Agreement"), the Company
      has agreed, upon the terms and subject to the conditions contained therein,
      to
      issue and sell to the Buyer the following:

    


    (i)
      Convertible debentures of the Company (the “Debentures”) issued pursuant to the
      Securities Purchase Agreement, and

    


    (ii)
      Warrants in the amount described in the Securities Purchase
      Agreement,

    


    where
      the
      Debenture is convertible into shares of the Company's common stock, par value
      $0.001
      per
      share (the "Common Stock"), upon the terms and subject to the limitations and
      conditions set forth in the Debenture and where each of the Warrants is
      exercisable into shares of Common Stock, each upon the terms and conditions
      and
      subject to the limitations and conditions set forth in the Warrants, all subject
      to the terms and conditions of the Securities Purchase Agreement;
      and

    


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

    


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

    


    1.
      DEFINITIONS.

    


    a.
      As
      used in this Agreement, the following terms shall have the following
      meanings:

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (ii)
      “FILING DEADLINE,” for a given Registration statement, shall mean the date that
      is thirty (30) days after the date of Closing of the Debenture for which such
      registration is being effected.

    


    (iii)
      “REGISTRATION DEADLINE” shall mean the date that is one hundred ninety (90) days
      after the date of Closing of the Debenture for which such registration is being
      effected. 

    


    (iv)
      “WARRANTS” means the warrants issued by the Company in conjunction with the
      Debenture issued by the Company.

    


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

    


    (vi)
      "REGISTRABLE SECURITIES," for a given Registration, means (a) the shares of
      Common Stock (the “Conversion Shares”) issued or issuable upon full conversion
      of the Debenture or otherwise pursuant to the Debenture for which such
      Registration is being effected (including, without limitation, any shares issued
      or issuable as “Payment Shares” or otherwise pursuant to the Securities Purchase
      Agreement), and (b) any shares of Common Stock (the “Warrant Shares”) issued or
      issuable upon exercise of or otherwise pursuant to the Warrant(s), and (c)
      any
      shares of capital stock issued or issuable as a dividend on or in exchange
      for
      or otherwise with respect to any of the foregoing, and (d) any other shares
      of
      common stock issued pursuant to the terms of the Securities Purchase Agreement,
      the Debenture, the Warrants, this Registration Rights Agreement or any other
      Transaction Document (as defined in the Securities Purchase Agreement) (in
      each
      case, without giving effect to any limitations on conversion set forth in the
      Debenture or limitations on exercise set forth in the Warrant), and (e) any
      securities issued or issuable upon any stock split, dividend or other
      distribution, recapitalization or similar event or in connection with any
      anti-dilution provisions with respect to the foregoing.

    


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

    


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

    


    2.
      REGISTRATION.

    


    a.
      MANDATORY REGISTRATION.
      Following the Closing of any Debenture pursuant to the Securities Purchase
      Agreement, the Company shall prepare, and, on or prior to the applicable Filing
      Deadline (as defined above) file with the SEC a Registration Statement on Form
      SB-2 (or, if Form SB-2 is not then available, on such form of Registration
      Statement as is then available to effect a registration of the Registrable
      Securities, subject to the consent of the Buyer, which consent will not be
      unreasonably withheld) covering the resale of the Registrable Securities which
      Registration Statement, to the extent allowable under the 1933 Act and the
      rules
      and regulations promulgated thereunder (including Rule 416), shall state that
      such Registration Statement also covers such indeterminate number of additional
      shares of Common Stock as may become issuable upon conversion of or otherwise
      pursuant to the Debenture and exercise of or otherwise pursuant to the Warrants
      to prevent dilution resulting from stock splits, stock dividends or similar
      transactions. The number of shares of Common Stock initially included in such
      Registration Statement shall be no less than one and one-half (1.5) times the
      aggregate number of Conversion Shares that are then issuable upon conversion
      of
      the Debenture or otherwise pursuant to the Debenture (based on the Conversion
      Price [as defined in the Debenture] then in effect) plus the aggregate number
      of
      Warrant Shares that are then issuable upon exercise of or otherwise pursuant
      to
      the Warrants, without regard to any limitation on the Buyer's ability to convert
      the Debenture or exercise the Warrants. The Company acknowledges that the number
      of shares initially included in each Registration Statement represents a good
      faith estimate of the maximum number of shares issuable upon conversion of
      the
      Debenture or otherwise pursuant to the Debenture and exercise of or otherwise
      pursuant to the Warrants and shall be amended if not sufficient. Each
      Registration Statement (and each amendment or supplement thereto, and each
      request for acceleration of effectiveness thereof) shall be provided to (and
      subject to the approval of) the Buyer and its counsel prior to its filing or
      other submission. 

     

    
      
        
        

      

      
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    b.
      PIGGY-BACK REGISTRATIONS.
      If at
      any time prior to the expiration of the Registration Period (as hereinafter
      defined) the Company shall determine to file with the SEC a Registration
      Statement relating to an offering for its own account or the account of others
      under the 1933 Act of any of its equity securities (other than on Form S-4
      or
      Form S-8 or their then equivalents relating to equity securities to be issued
      solely in connection with any acquisition of any entity or business or equity
      securities issuable in connection with stock option or other employee benefit
      plans), the Company shall send to Buyer written notice of such determination
      and, if within fifteen (15) days after the effective date of such notice, the
      Buyer shall so request in writing, the Company shall include in such
      Registration Statement all or any part of the Registrable Securities the Buyer
      requests to be registered, except that if, in connection with any underwritten
      public offering for the account of the Company, the managing underwriter(s)
      thereof shall impose a limitation on the number of shares of Common Stock which
      may be included in the Registration Statement because, in such underwriter(s)'
      judgment, marketing or other factors dictate such limitation is necessary to
      facilitate public distribution, then the Company shall be obligated to include
      in such Registration Statement only such limited portion of the Registrable
      Securities with respect to which the Buyer has requested inclusion hereunder
      as
      the underwriter shall permit;

    


    PROVIDED,
      HOWEVER,
      that
      the Company shall not exclude any Registrable Securities unless the Company
      has
      first excluded all outstanding securities, the holders of which are not entitled
      by contract to inclusion of such securities in such Registration Statement
      or
      are not entitled to pro rata inclusion with the Registrable Securities;
      and

    


    PROVIDED,
      FURTHER, HOWEVER,
      that,
      after giving effect to the immediately preceding proviso, any exclusion of
      Registrable Securities shall be made pro rata with holders of other securities
      having the contractual right to include such securities in the Registration
      Statement other than holders of securities entitled to inclusion of their
      securities in such Registration Statement by reason of demand registration
      rights. No right to registration of Registrable Securities under this Section
      2(b) shall be construed to limit any registration required under Section 2(a)
      hereof. If an offering in connection with which the Buyer is entitled to
      registration under this Section 2(d) is an underwritten offering, then the
      Buyer
      shall, unless otherwise agreed by the Company, offer and sell such Registrable
      Securities in an underwritten offering using the same underwriter or
      underwriters and, subject to the provisions of this Agreement, on the same
      terms
      and conditions as other shares of Common Stock included in such underwritten
      offering. Notwithstanding anything to the contrary set forth herein, the
      registration rights of the Buyer pursuant to this Section 2(b) shall only be
      available in the event the Company fails to timely file, obtain effectiveness
      or
      maintain effectiveness of any Registration Statement to be filed pursuant to
      Section 2(a) in accordance with the terms of this Agreement.

    


    
      
        
        

      

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

    


    a.
      The
      Company shall prepare promptly, and file with the SEC as soon as practicable
      after the date of the Closing under the Securities Purchase Agreement (the
      "CLOSING DATE") (but no later than the Filing Deadline), Registration Statements
      with respect to the number of Registrable Securities provided in Section 2(a),
      and thereafter use its best efforts to cause each such Registration Statement
      relating to Registrable Securities to become effective as soon as possible
      after
      such filing, but in any event shall cause each such Registration Statement
      relating to Registrable Securities to become effective no later than the
      Registration Deadline, and shall keep the Registration Statement current and
      effective pursuant to Rule 415 at all times until such date as is the earlier
      of
      (i) the date on which all of the Registrable Securities for such Registration
      Statement have been sold and (ii) the date on which all of the Registrable
      Securities for such Registration Statement (in the opinion of counsel to the
      Buyer) may be immediately sold to the public without registration or restriction
      (including without limitation as to volume by each holder thereof) under the
      1933 Act (the "REGISTRATION PERIOD"), which Registration Statement (including
      any amendments or supplements thereto and prospectuses contained therein) shall
      not contain any untrue statement of a material fact or omit to state a material
      fact required to be stated therein, or necessary to make the statements therein
      not misleading.

    


    b.
      The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to each Registration Statements
      and
      the prospectus used in connection with the Registration Statements as may be
      necessary to keep the Registration Statements current and effective at all
      times
      during the Registration Period, and, during such period, comply with the
      provisions of the 1933 Act with respect to the disposition of all Registrable
      Securities of the Company covered by the Registration Statements until such
      time
      as all of such Registrable Securities have been disposed of in accordance with
      the intended methods of disposition by the seller or sellers thereof as set
      forth in the Registration Statements. In the event that on any Trading Day
      (as
      defined in the Debenture) (the "REGISTRATION TRIGGER DATE") the number of shares
      available under a Registration Statement filed pursuant to this Agreement is
      insufficient to cover all of the Registrable Securities issued or issuable
      upon
      conversion of the Debenture or otherwise pursuant to the Debenture (based on
      the
      Conversion Price [as defined in the Debenture] then in effect), exercise of
      or
      otherwise pursuant to the Warrants, and otherwise issuable pursuant to the
      Transaction Documents, in each case without giving effect to any limitations
      on
      the Buyer' ability to convert the Debenture, exercise the Warrants or otherwise
      receive shares of Common Stock pursuant to the Transaction Documents, the
      Company shall amend the Registration Statement, or file a new Registration
      Statement (on the short form available therefore, if applicable), or both,
      so as
      to cover one and one-half (1.5) times the total number of Registrable Securities
      so issued or issuable (without giving effect to any limitations on conversion
      contained in the Debenture, limitations on exercise contained in the Warrants
      or
      limitations on conversion or exercise or other payment of shares contained
      in
      the Securities Purchase Agreement) as of the Registration Trigger Date, in
      each
      case, as soon as practicable, but in any event within twenty (20) days after
      the
      Registration Trigger Date (based on the Conversion Prices of the Debenture,
      the
      Exercise Prices of the Warrants, and other relevant factors on which the Company
      reasonably elects to rely). The Company shall use its best efforts to cause
      such
      amendment and/or new Registration Statement to become effective as soon as
      practicable following the filing thereof, but in any event the Company shall
      cause such amendment and/or new Registration Statement to become effective
      within sixty (60) days of the Registration Trigger Date or as promptly as
      practicable in the event the Company is required to increase its authorized
      shares. 

    


    
      
        
        

      

      
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    c.
      The
      Company shall furnish to the Buyer and its legal counsel (i) promptly after
      the
      same is prepared and publicly distributed, filed with the SEC, or received
      by
      the Company, one copy of each Registration Statement and any amendment thereto,
      each preliminary prospectus and prospectus and each amendment or supplement
      thereto, and, in the case of the Registration Statement referred to in Section
      2(a), each letter written by or on behalf of the Company to the SEC or the
      staff
      of the SEC, and each item of correspondence from the SEC or the staff of the
      SEC, in each case relating to such Registration Statement (other than any
      portion of any thereof which contains information for which the Company has
      sought confidential treatment), and (ii) such number of copies of a prospectus,
      including a preliminary prospectus, and all amendments and supplements thereto
      and such other documents as the Buyer may reasonably request in order to
      facilitate the disposition of the Registrable Securities owned by the Buyer.
      The
      Company will immediately notify the Buyer by facsimile of the effectiveness
      of
      each Registration Statement or any post-effective amendment. The Company will
      promptly respond to any and all comments received from the SEC, with a view
      towards causing each Registration Statement or any amendment thereto to be
      declared effective by the SEC as soon as practicable and shall file an
      acceleration request as soon as practicable, but no later than three (3)
      business days (the "ACCELERATION REQUEST DEADLINE"), following the resolution
      or
      clearance of all SEC comments or, if applicable, following notification by
      the
      SEC that any such Registration Statement or any amendment thereto will not
      be
      subject to review.

    


    d.
      The
      Company shall use reasonable efforts to (i) register and qualify the Registrable
      Securities covered by the Registration Statements under such other securities
      or
      "blue sky" laws of such jurisdictions in the United States as the Buyer shall
      request, (ii) prepare and file in those jurisdictions such amendments (including
      post-effective amendments) and supplements to such registrations and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such
      jurisdictions;

    


    
      
        
        

      

      
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    e.
      As
      promptly as practicable after becoming aware of such event, the Company shall
      notify the Buyer of the happening of any event, of which the Company has
      knowledge, as a result of which the prospectus included in any Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading, and use its best efforts promptly
      to
      prepare a supplement or amendment to any Registration Statement to correct
      such
      untrue statement or omission, and deliver such number of copies of such
      supplement or amendment to the Buyer as the Buyer may reasonably request;
      provided that, for not more than twenty (20) consecutive days (or a total of
      not
      more than sixty (60) days in any twelve (12) month period), the Company may
      delay the disclosure of material non-public information concerning the Company
      (as well as prospectus or Registration Statement updating) the disclosure of
      which at the time is not, in the good faith opinion of the Company, in the
      best
      interests of the Company (an "ALLOWED DELAY"); provided, further, that the
      Company shall promptly (i) notify the Buyer in writing of the existence of
      (but
      in no event, without the prior written consent of the Buyer, shall the Company
      disclose to the Buyer any of the facts or circumstances regarding) material
      non-public information giving rise to an Allowed Delay and (ii) advise the
      Buyer
      in writing to cease all sales under such Registration Statement until the end
      of
      the Allowed Delay, provided the above actions are consistent with the
      requirements of the 1933 Act and/or 1934 Act or other applicable law. Upon
      expiration of the Allowed Delay, the Company shall again be bound by the first
      sentence of this Section 3(e) with respect to the information giving rise
      thereto. Nothing herein relieves the obligations set forth in the Debenture
      or
      the Warrants relative to Failure Payments or payments of the Default Amount
      pursuant to Events of Default. 

    


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

    


    g.
      The
      Company shall permit a single firm of counsel designated by the Buyer to review
      such Registration Statement and all amendments and supplements thereto (as
      well
      as all requests for acceleration or effectiveness thereof), at Buyer’s own cost,
      a reasonable period of time prior to their filing with the SEC (not less than
      three (3) business days but not more then five (5) business days) and not file
      any document in a form to which such counsel reasonably objects and will not
      request acceleration of such Registration Statement without prior notice to
      such
      counsel. 

    


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

    


    
      
        
        

      

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

    


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

    


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

    


    l.
      At the
      request of the holders of a majority-in-interest of the Registrable Securities,
      the Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      any
      prospectus used in connection with the Registration Statement as may be
      necessary in order to change the plan of distribution set forth in such
      Registration Statement.

    


    
      
        
        

      

      
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    m.
      The
      Company shall not, and shall not agree to, allow the holders of any securities
      of the Company to include any of their securities in any Registration Statement
      under Section 2(a) hereof or any amendment or supplement thereto under Section
      3(b) hereof without the consent of the holders of a majority-in-interest of
      the
      Registrable Securities, except for securities which have contractual piggyback
      registration rights in effect at the time of the Initial Closing (as defined
      in
      the Securities Purchase Agreement). In addition, the Company shall not offer
      any
      securities for its own account or the account of others in any Registration
      Statement under Section 2(a) hereof or any amendment or supplement thereto
      under
      Section 3(b) hereof without the consent of the holders of a majority-in-interest
      of the Registrable Securities.

    


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

     

    o.
      The
      Company shall comply with all applicable laws related to a Registration
      Statement and offering and sale of securities and all applicable rules and
      regulations of governmental authorities in connection therewith (including
      without limitation the 1933 Act and the 1934 Act and the rules and regulations
      promulgated by the SEC).

    


    p.  Further
      Registration Statements. Except for a registration statement filed on behalf
      of
      the Buyer pursuant to Section 2 of this Agreement, an underwritten public
      offering, and except as set forth on Schedule 3(P) hereto, the Company will
      not
      file any registration statements or amend any already filed registration
      statement, including but not limited to Forms S-8, with the Commission or with
      state regulatory authorities without the consent of the Subscriber until the
      expiration of the "Exclusion Period", which shall be defined as the sooner
      of
      (i) the date that the Registration Statement shall have been current and
      available for use in connection with the resale of the Registrable Securities
      for a period of 180 days, or (ii) until all the Shares and Warrant Shares have
      been resold or transferred by the Subscribers pursuant to the Registration
      Statement or are eligible for immediate unrestricted resale pursuant to Rule
      144(k), without volume limitations. The Exclusion Period will be tolled during
      the pendency of an Event of Default as defined in the Debenture or an Event
      of
      Default as defined in the Warrants. 

    


    q.
      If
      requested in writing by a Holder and if required of the Holder’s selling
      registered broker-dealer by NASD (as defined below) in order to effect the
      resale of the Registrable Securities by the Holder, the Company shall use
      commercially reasonable efforts to effect a filing with respect to the public
      offering contemplated by the Registration Statement (an “Issuer
      Filing”)
      with
      the National Association of Securities Dealers, Inc. (“NASD”)
      Corporate Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i) within
      five Trading Days of such request and pay the filing fee required by such Issuer
      Filing. The Company shall use commercially reasonable efforts to pursue the
      Issuer Filing until the NASD issues a letter confirming that it does not object
      to the terms of the offering contemplated by the Registration
      Statement.

    


    4.
      OBLIGATIONS OF THE BUYER.
      In
      connection with the registration of the Registrable Securities, the Buyer shall
      have the following obligations:

    


    
      
        
        

      

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

    


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

    


    c.
      In the
      event of an underwritten offering pursuant to Section 2(b) in which any
      Registrable Securities are to be included, the Buyer agrees to enter into and
      perform the Buyer's obligations under an underwriting agreement, in usual and
      customary form, including, without limitation, customary indemnification and
      contribution obligations, with the managing underwriter of such offering and
      take such other actions as are reasonably required in order to expedite or
      facilitate the disposition of the Registrable Securities, unless the Buyer
      has
      notified the Company in writing of the Buyer's election to exclude all of the
      Buyer's Registrable Securities from such Registration Statement.

    


    d.
      The
      Buyer agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Section 3(f) or 3(g), the Buyer will
      immediately discontinue disposition of Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until the Buyer's
      receipt of the copies of the supplemented or amended prospectus contemplated
      by
      Section 3(f) or 3(g) and, if so directed by the Company, the Buyer shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of destruction) all copies in the Buyer's possession,
      of
      the prospectus covering such Registrable Securities current at the time of
      receipt of such notice.

    


    e.
      No
      Buyer may participate in any underwritten registration hereunder unless the
      Buyer (i) agrees to sell the Buyer's Registrable Securities on the basis
      provided in any underwriting arrangements in usual and customary form entered
      into by the Company, (ii) completes and executes all questionnaires, powers
      of
      attorney, indemnities, underwriting agreements and other documents reasonably
      required under the terms of such underwriting arrangements, and (iii) agrees
      to
      pay its pro rata share of all underwriting discounts and commissions and any
      expenses in excess of those payable by the Company pursuant to Section 5
      below.

    


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

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

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

    


    a.
      To the
      extent permitted by law, the Company will indemnify, hold harmless and defend
      (i) the Buyer, (ii) the directors, officers, partners, managers, members,
      employees, agents and each person who controls any Buyer within the meaning
      of
      the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934
      ACT"), if any, (iii) any underwriter (as defined in the 1933 Act) for the Buyer
      in connection with an underwritten offering pursuant to Section 2(b) hereof,
      and
      (iv) the directors, officers, partners, employees and each person who controls
      any such underwriter within the meaning of the 1933 Act or the 1934 Act, if
      any
      (each, an "INDEMNIFIED PERSON"), against any joint or several losses, claims,
      damages, liabilities or expenses (collectively, together with actions,
      proceedings or inquiries by any regulatory or self-regulatory organization,
      whether commenced or threatened, in respect thereof, "CLAIMS") to which any
      of
      them may become subject insofar as such Claims arise out of or are based upon:
      (i) any untrue statement or alleged untrue statement of a material fact in
      a
      Registration Statement or the omission or alleged omission to state therein
      a
      material fact required to be stated or necessary to make the statements therein
      not misleading; (ii) any untrue statement or alleged untrue statement of a
      material fact contained in any preliminary prospectus if used prior to the
      effective date of such Registration Statement, or contained in the final
      prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading; or (iii) any violation or alleged violation by the Company
      of the 1933 Act, the 1934 Act, any other law, including, without limitation,
      any
      state securities law, or any rule or regulation thereunder relating to the
      offer
      or sale of the Registrable Securities (the matters in the foregoing clauses
      (i)
      through (iii) being, collectively, "VIOLATIONS"). Subject to the restrictions
      set forth in Section 6(c) with respect to the number of legal counsel, the
      Company shall reimburse the Indemnified Person, promptly as such expenses are
      incurred and are due and payable, for any reasonable legal fees or other
      reasonable expenses incurred by them in connection with investigating or
      defending any such Claim. Notwithstanding anything to the contrary contained
      herein, the indemnification agreement contained in this Section 6(a): (i) shall
      not apply to a Claim arising out of or based upon a Violation which occurs
      in
      reliance upon and in conformity with information furnished in writing to the
      Company by any Indemnified Person or underwriter for such Indemnified Person
      expressly for use in connection with the preparation of such Registration
      Statement or any such amendment thereof or supplement thereto; (ii) shall not
      apply to amounts paid in settlement of any Claim if such settlement is effected
      without the prior written consent of the Company, which consent shall not be
      unreasonably withheld; and (iii) with respect to any preliminary prospectus,
      shall not inure to the benefit of any Indemnified Person if the untrue statement
      or omission of material fact contained in the preliminary prospectus was
      corrected on a timely basis in the prospectus, as then amended or supplemented,
      such corrected prospectus was timely made available by the Company pursuant
      to
      Section 3(c) hereof, and the Indemnified Person was promptly advised in writing
      not to use the incorrect prospectus prior to the use giving rise to a Violation
      and such Indemnified Person, notwithstanding such advice, used it. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of the Indemnified Person and shall survive the transfer
      of
      the Registrable Securities by the Buyer pursuant to Section 9. 

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    b.
      [Intentionally Omitted].

    


    c.
      Promptly after receipt by an Indemnified Person under this Section 6 of notice
      of the commencement of any action (including any governmental action), such
      Indemnified Person shall, if Claim in respect thereof is to be made against
      any
      the Company under this Section 6, deliver to the Company a written notice of
      the
      commencement thereof, and the Company shall have the right to participate in,
      and, to the extent the Company so desires, to assume control of the defense
      thereof with counsel mutually satisfactory to the Company and the Indemnified
      Person, as the case may be. 

    


    PROVIDED,
      HOWEVER,
      that an
      Indemnified Person shall have the right to retain its own counsel with the
      fees
      and expenses to be paid by the Company, if, in the reasonable opinion of counsel
      retained by the Company, the representation by such counsel of the Indemnified
      Person and the Company would be inappropriate due to actual or potential
      differing interests between such Indemnified Person and any other party
      represented by such counsel in such proceeding. The Company shall pay for only
      one separate legal counsel for the Indemnified Persons, and such legal counsel
      shall be selected by Buyer, if the Buyer is entitled to indemnification
      hereunder. The failure to deliver written notice to the Company within a
      reasonable time of the commencement of any such action shall not relieve the
      Company of any liability to the Indemnified Person under this Section 6, except
      to the extent that the Company is actually prejudiced in its ability to defend
      such action. The indemnification required by this Section 6 shall be made by
      periodic payments of the amount thereof during the course of the investigation
      or defense, as such expense, loss, damage or liability is incurred and is due
      and payable.

    


    d.
      To the
      extent permitted by law, the Buyer will indemnify, hold harmless and defend
      (i)
      the Company, and (ii) the directors, officers, partners, managers, members,
      employees, or agents of the Company, if any (each, a "COMPANY INDEMNIFIED
      PERSON"), against any joint or several losses, claims, damages, liabilities
      or
      expenses (collectively, together with actions, proceedings or inquiries by
      any
      regulatory or self-regulatory organization, whether commenced or threatened,
      in
      respect thereof, "CLAIMS") to which any of them may become subject insofar
      as
      such Claims arise out of or are based upon a Claim arising out of or based
      upon
      any violation or alleged violation by the Company of the 1933 Act, the 1934
      Act,
      any other law, including, without limitation, any state securities law, or
      any
      rule or regulation thereunder relating to the offer or sale of the Registrable
      Securities, which occurs due to the inclusion by the Company in a Registration
      Statement of false or misleading information about the Buyer, where such
      information was furnished in writing to the Company by the Buyer for the purpose
      of inclusion in such Registration Statement.

    


    7.
      CONTRIBUTION.
      To the
      extent any indemnification by the Company is prohibited or limited by law,
      the
      Company 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. 

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

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

    


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

    


    b.
      file
      with the SEC in a timely manner all reports and other documents required of
      the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements (it being understood that nothing herein shall
      limit the Company's obligations under Section 4(c) of the Securities Purchase
      Agreement) and the filing of such reports and other documents is required for
      the applicable provisions of Rule 144; and

    


    c.
      furnish to the Buyer so long as the Buyer owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii)
      a
      copy of the most recent annual or quarterly report of the Company and such
      other
      reports and documents so filed by the Company, and (iii) such other information
      as may be reasonably requested to permit the Buyers to sell such securities
      pursuant to Rule 144 without registration.

    


    9.
      ASSIGNMENT OF REGISTRATION RIGHTS.
      The
      rights under this Agreement shall be automatically assignable by the Buyers
      to
      any transferee of all or any portion of Registrable Securities if: (i) the
      Buyer
      agrees in writing with the transferee or assignee to assign such rights, and
      a
      copy of such agreement is furnished to the Company within a reasonable time
      after such assignment, (ii) the Company is, within a reasonable time after
      such
      transfer or assignment, furnished with written notice of (a) the name and
      address of such transferee or assignee, and (b) the securities with respect
      to
      which such registration rights are being transferred or assigned, (iii)
      following such transfer or assignment, the further disposition of such
      securities by the transferee or assignee is restricted under the 1933 Act and
      applicable state securities laws, (iv) at or before the time the Company
      receives the written notice contemplated by clause (ii) of this sentence, the
      transferee or assignee agrees in writing with the Company to be bound by all
      of
      the provisions contained herein, and (v) such transfer shall have been made
      in
      accordance with the applicable requirements of the Securities Purchase
      Agreement. In the event that the Buyer transfers all or any portion of its
      Registrable Securities pursuant to this Section, the Company shall have at
      least
      ten (10) days to file any amendments or supplements necessary to keep the
      Registration Statement current and effective pursuant to Rule 415, and the
      commencement date of any Event of Failure or Event of Default under the
      Debenture or the Warrants caused thereby will be extended by ten (10)
      days.

    


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

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    11.
      MISCELLANEOUS. 

    


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

    


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

    


    If
      to the
      Company: To the address set forth immediately below such

    Company’s
      name on the signature pages hereto.

    


    With
      copy
      to:

    


    Joel
      C.
      Schneider, Esq.

    Sommer
      & Schneider LLP

    595
      Stewart Avenue, Suite 710

    Garden
      City, NY 11530

    Telephone:
      (516) 228-8181

    Facsimile:
      (516) 228-8211

    


    If
      to a
      Buyer: To the address set forth immediately below such Buyer's name on the
      signature pages hereto.

    


    Each
      party shall provide notice to the other party of any change in
      address.

    


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

    


    d.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York. Any controversy or claim arising out of or
      related to this Agreement or the breach thereof, shall be settled by binding
      arbitration in New York, NY in accordance with the Expedited Procedures (Rules
      53-57) of the Commercial Arbitration Rules of the American Arbitration
      Association (“AAA”). A proceeding shall be commenced upon written demand by
      Company or the Buyer to the other. The arbitrator(s) shall enter a judgment
      by
      default against any party, which fails or refuses to appear in any properly
      noticed arbitration proceeding. The proceeding shall be conducted by one (1)
      arbitrator, unless the amount alleged to be in dispute exceeds two hundred
      fifty
      thousand dollars ($250,000), in which case three (3) arbitrators shall preside.
      The arbitrator(s) will be chosen by the parties from a list provided by the
      AAA,
      and if they are unable to agree within ten (10) days, the AAA shall select
      the
      arbitrator(s). The arbitrators must be experts in securities law and financial
      transactions. The arbitrators shall assess costs and expenses of the
      arbitration, including all attorneys’ and experts’ fees, as the arbitrators
      believe is appropriate in light of the merits of the parties’ respective
      positions in the issues in dispute. Each party submits irrevocably to the
      jurisdiction of any state court sitting in New York, NY or to the United States
      District Court sitting in New York for purposes of enforcement of any discovery
      order, judgment or award in connection with such arbitration. The award of
      the
      arbitrator(s) shall be final and binding upon the parties and may be enforced
      in
      any court having jurisdiction. The arbitration shall be held in such place
      as
      set by the arbitrator(s) in accordance with Rule 55. With respect to any
      arbitration proceeding in accordance with this section, the prevailing party’s
      reasonable attorney’s fees and expenses shall be borne by the non-prevailing
      party.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Although
      the parties, as expressed above, agree that all claims, including claims that
      are equitable in nature, for example specific performance, shall initially
      be
      prosecuted in the binding arbitration procedure outlined above, if the
      arbitration panel dismisses or otherwise fails to entertain any or all of the
      equitable claims asserted by reason of the fact that it lacks jurisdiction,
      power and/or authority to consider such claims and/or direct the remedy
      requested, then, in only that event, will the parties have the right to initiate
      litigation respecting such equitable claims or remedies. The forum for such
      equitable relief shall be in either a state or federal court sitting in New
      York, NY. Each party waives any right to a trial by jury, assuming such right
      exists in an equitable proceeding, and irrevocably submits to the jurisdiction
      of said New York court. New York law shall govern both the proceeding as well
      as
      the interpretation and construction of this Agreement and the transaction as
      a
      whole.

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    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 the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    j.
      Except
      as otherwise provided herein, all consents and other determinations to be made
      by the Buyer pursuant to this Agreement shall be made by Buyers holding a
      majority of the Registrable Securities, determined as if the all of the
      Debenture and Warrants then outstanding have been converted or exercised into
      for Registrable Securities.

    


    k.
      The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the Buyer by vitiating the intent and purpose of the
      transactions contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for breach of its obligations hereunder will be inadequate and
      agrees, in the event of a breach or threatened breach by the Company of any
      of
      the provisions hereunder, that the Buyer shall be entitled, in addition to
      all
      other available remedies in law or in equity, to an injunction or injunctions
      to
      prevent or cure breaches of the provisions of this Agreement 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.

    


    l.
      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.

    


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

    


    n.
      The
      initial number of Registrable Securities included in any Registration Statement
      and each increase to the number of Registrable Securities included therein
      shall
      be allocated pro rata among the Buyers based on the number of Registrable
      Securities held by the Buyer at the time of such establishment or increase,
      as
      the case may be. In the event an Buyer shall sell or otherwise transfer any
      of
      such holder's Registrable Securities, each transferee shall be allocated a
      pro
      rata portion of the number of Registrable Securities included in a Registration
      Statement for such transferor. Any shares of Common Stock included on a
      Registration Statement and which remain allocated to any person or entity which
      does not hold any Registrable Securities shall be allocated to the remaining
      Buyers, pro rata based on the number of shares of Registrable Securities then
      held by the Buyers. For the avoidance of doubt, the number of Registrable
      Securities held by a Buyer shall be determined as if all the Debenture and
      Warrants then outstanding and held by a Buyer were converted into or exercised
      for Registrable Securities, without regard to any limitation on the Buyer's
      ability to convert the Debenture or exercise the Warrants.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    o.
      There
      shall be no oral modifications or amendments to this Agreement. This Agreement
      may be modified or amended only in writing.

    


     

    IN
      WITNESS WHEREOF, the undersigned Buyer and the Company have caused this
      Agreement to be duly executed as of the 28th
      day of
      December, 2006.

    


    


    
      	
              COMPANY:

              BIOMETRX,
                INC.

               

               

              By:
                ________________________

              Mark
                Basile, CEO

               

              ADDRESS:

               

              500
                North Broadway, Suite 204

              Jericho,
                NY 11753

              Phone:
                516-937-2828

              Fax:
                516-937-2880Medcom

            	
              BUYER:

               

               

               

              By:
                ______________________

              _________,
                ____________

               

              ADDRESS:

               

              __________________________

              __________________________

              Telephone:
                ___________

              Fax:
                ________________

            


    

    


    
      
        
        

      

      16