BBM
      HOLDINGS, INC.

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT (this “Agreement”)
      is
      entered into as of January __, 2009 by and among BBM Holdings, Inc., a Utah
      corporation (the “Company”)
      and
      Dr. Shalom Hirschman (“SH”).

     

    WHEREAS,
      the Company and SH desire to enter into that certain Agreement for Purchase
      and
      Sale of Assets (the “Asset
      Purchase Agreement”),
      whereby the Company will purchase certain assets of SH in exchange for the
      issuance of a warrant (the “Warrant”);

     

    WHEREAS,
      the terms of the Asset Purchase Agreement provide that it shall be a condition
      precedent to the closing of the transactions thereunder for the Company and
      SH
      to execute and deliver this Agreement; and

     

    WHEREAS,
      capitalized terms used herein and not otherwise defined are defined in the
      Asset
      Purchase Agreement.

     

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

     

    1. Definitions.
      The
      following terms shall have the meanings provided below:

     

    “Blue
      Sky”
shall
      have the meaning assigned thereto in Section 3(d)(vi) hereof. 

     

    “Common
      Stock”
shall
      mean the common stock, $.0001 par value, of the Company authorized as of the
      date hereof.

     

    “Correspondence”
shall
      have the meaning assigned thereto in Section 7(d) hereof.

     

    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended, and all of the rules
      and
      regulations promulgated thereunder.

     

    “Holder”
shall
      mean SH. 

     

    “Nasdaq”
means
      the Nasdaq Global Market, Nasdaq Global Select Market or Nasdaq Capital
      Market.

     

    “Other
      Registrable Securities”
      shall
      have the meaning assigned thereto in Section 8.

     

    “Own”
shall
      mean to own beneficially, as that term is defined in the rules and regulations
      of the SEC. 

     

    “Permitted
      Transfer”
means
      a
      transfer by SH (i) by gift to his or her spouse or to the siblings, lineal
      descendants, or parents of SH or of his spouse or to any entity of which such
      Person or Persons are the sole beneficiaries; (ii) in the case of any
      transferee under clause (i) that is a trust, to a successor trustee or trustees
      of any trust established for one or more of the persons specified in
      clause (i) above; and (iii) upon the death of SH, to SH's heirs,
      executors, administrators, testamentary trustees, legatees or
      beneficiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “QPO”
      shall
      mean a firm commitment underwritten public offering of shares of Common Stock
      with gross proceeds of at least $8 million.

     

    “Registrable
      Shares”
shall
      mean the shares of Common Stock of the Company issuable to Holder pursuant
      to
      the terms of the Warrant.

     

    “Registration”
shall
      have the meaning assigned thereto in Section 3(a) hereof.

     

    “Registration
      Expenses”
shall
      mean all expenses incurred in connection with the registration of the
      Registrable Shares pursuant to this Agreement, including without limitation
      all
      registration and qualification and filing fees, printing expenses, fees and
      disbursements of counsel for the Company, and the reasonable fees and
      disbursements of counsel for the selling Holders.

     

    “Rule
      144”
shall
      mean Rule 144 promulgated under the Securities Act and any successor or
      substitute rule, law or provision.

     

    “SEC”
shall
      mean the Securities and Exchange Commission.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, and all of the rules and
      regulations promulgated thereunder.

     

    “Selling
      Expenses”
shall
      mean all underwriting discounts, brokerage and selling commissions applicable
      to
      the sale of Registrable Shares, including customary underwriters’
cutbacks.

     

    “Subsequent
      Registration Statements”
      shall
      have the meaning assigned thereto in Section 3(k).

     

    2. Effectiveness.
      This
      Agreement shall become effective upon the Closing of the Asset Purchase
      Agreement.

     

    3. Incidental
      Registration.

     

    (a)
      Filing
      of Registration Statement.
      If the
      Company at any time proposes to register any of its Common Stock (a
“Registration”)
      under
      the Securities Act (other than pursuant to a QPO or a registration statement
      on
      Form S-4 or Form S-8 or any successor forms thereto, in connection with an
      offer
      made solely to existing securityholders or employees of the Company), for sale
      to the public, it will, on each such occasion, give prompt written notice to
      all
      Holders of its intention to do so, which notice shall be given to the Holder
      at
      least thirty (30) days prior to the date that a registration statement relating
      to such registration is proposed to be filed with the SEC. Upon the written
      request of the Holder to include the Registrable Shares under such registration
      statement (which request shall be made within fifteen (15) days after the
      receipt of any such notice and shall specify the Registrable Shares intended
      to
      be disposed of by Holder), the Company will use its best efforts to effect
      the
      registration of all Registrable Shares that the Company has been so requested
      to
      register by Holder; provided, however, that if, at any time after giving written
      notice of its intention to register any Common Stock and prior to the effective
      date of the registration statement filed in connection with such registration,
      the Company shall determine for any reason not to register such Common Stock,
      the Company may, at its election, give written notice of such determination
      to
      Holder and, thereupon, shall be relieved of its obligation to register any
      Registrable Shares of such persons in connection with such
      registration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
      Selection
      of Underwriters.
      Notice
      of the Company’s intention to register such Common Stock shall designate the
      proposed underwriters of such offering (which shall be one or more underwriting
      firms of recognized standing) and shall contain the Company’s agreement to use
      its best efforts, if requested to do so, to arrange for such underwriters to
      include in such underwriting the Registrable Shares that the Company has been
      so
      requested to sell pursuant to this Section 3, it being understood that the
      Holder of Registrable Shares shall have no right to select different
      underwriters for the disposition of the Registrable Shares.

     

    (c)
      Priority
      on Incidental Registrations.
      If the
      managing underwriter shall advise the Company in writing (with a copy to the
      Holder of Registrable Shares requesting sale) that, in such underwriter’s
      opinion, the number of shares of Common Stock requested to be included in such
      Registration exceeds the number that can be sold in such offering within a
      price
      range acceptable to the Company (such writing to state the basis of such opinion
      and the approximate number of shares of Common Stock that may be included in
      such offering without such effect), the Company will include in such
      Registration, to the extent of the number of shares of Common Stock that the
      Company is so advised can be sold in such offering:

     

    first,
      the
      shares that the Company proposes to issue and sell for its own account,
      and

     

    second,
      Other
      Registrable Securities of the Company requested to be included in such
      Registration and the Registrable Shares requested to be sold by the Holder,
      allocated among the holders of the Registrable Shares and Other Registrable
      Securities pro
      rata
      in
      accordance with the amount of such securities requested to be
      registered.

     

    (d)
      Registration
      Procedures.
      The
      Company will use its best efforts to effect each Registration, and to cooperate
      with the sale of Registrable Shares in accordance with the intended method
      of
      disposition thereof, as quickly as practicable, and the Company will as
      expeditiously as possible:

     

    (i) subject
      to the proviso to Section 3(a), prepare and file with the SEC the registration
      statement and use its best efforts to cause the Registration to become
      effective; provided, however, that before filing any registration statement
      or
      prospectus or any amendments or supplements thereto, the Company will furnish
      to
      the Holder of the Registrable Shares covered by such registration statement,
      their counsel, and the underwriters, if any, and their counsel, successive
      drafts of all such documents proposed to be filed at such times as will permit
      a
      reasonable period for the review thereof; the Company will not file any
      registration statement or amendment thereto or any prospectus or any supplement
      thereto (including such documents incorporated by reference) to which the Holder
      shall reasonably object based on their review of such drafts;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) subject
      to the proviso to Section 3(a), prepare and file with the SEC such amendments
      and post-effective amendments to any registration statement and any prospectus
      used in connection therewith as may be necessary to keep such registration
      statement effective until the earlier of (i) one hundred twenty (120) days
      following the effective date of such registration statement or (ii) the sale
      of
      all Registrable Shares covered thereby, and to comply with the provisions of
      the
      Securities Act with respect to the disposition of all Registrable Shares covered
      by such registration statement; and cause the prospectus to be supplemented
      by
      any required prospectus supplement, and as so supplemented to be filed pursuant
      to Rule 424 under the Securities Act;

     

    (iii)
       furnish
      to the Holder of the Registrable Shares included in such Registration and the
      underwriter or underwriters, if any, without charge, at least one (1) signed
      copy of the registration statement and any post-effective amendment thereto,
      upon request, and such number of conformed copies thereof and such number of
      copies of the prospectus (including each preliminary prospectus and each
      prospectus filed under Rule 424 under the Securities Act), any amendments or
      supplements thereto and any documents incorporated by reference therein, as
      the
      Holder or underwriter may reasonably request in order to facilitate the
      disposition of the Registrable Shares being sold by Holder (it being understood
      that the Company consents to the use of the prospectus and any amendment or
      supplement thereto by the Holder of the Registrable Shares covered by such
      registration statement and the underwriter or underwriters, if any, in
      connection with the offering and sale of the Registrable Shares covered by
      the
      prospectus or any amendment or supplement thereto);

     

    (iv) notify
      the Holder of the Registrable Shares of any stop order or other order suspending
      the effectiveness of any registration statement issued or threatened by the
      SEC
      in connection therewith, and take all reasonable actions required to prevent
      the
      entry of such stop order or to remove it or obtain its withdrawal at the
      earliest possible moment if entered;

     

    (v) if
      requested by the managing underwriter or underwriters, if any, or the Holder
      of
      the Registrable Shares in connection with any sale pursuant to a registration
      statement, promptly incorporate in a prospectus supplement or post-effective
      amendment such information relating to such underwriting as the managing
      underwriter or underwriters, if any, or the Holder reasonably requests to be
      included therein; and make all required filings of such prospectus supplement
      or
      post-effective amendment as soon as practicable after being notified of the
      matters incorporated in such prospectus supplement or post-effective
      amendment;

     

    (vi) on
      or
      prior to the date on which a Registration is declared effective, use its best
      efforts to register or qualify, and cooperate with the Holder of the Registrable
      Shares included in such Registration, the underwriter or underwriters, if any,
      and their counsel, in connection with the registration or qualification of,
      the
      Registrable Shares covered by such Registration for offer and sale under the
      securities or Blue Sky laws of each state and other jurisdiction of the United
      States as Holder or the managing underwriter, if any, reasonably requests in
      writing; use its best efforts to keep each such registration or qualification
      effective, including through new filings, or amendments or renewals, during
      the
      period such registration statement is required to be kept effective; and do
      any
      and all other acts or things necessary or advisable to enable the disposition
      in
      all such jurisdictions reasonably requested by the Holder of the Registrable
      Shares covered by such Registration; provided, however, that the Company will
      not be required to qualify generally to do business in any jurisdiction where
      it
      is not then so qualified or to take any action which would subject it to general
      service of process in any such jurisdiction where it is not then so
      subject;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vii)
       in
      connection with any sale pursuant to a Registration, cooperate with the Holder
      of the Registrable Shares and the managing underwriter or underwriters, if
      any,
      to facilitate the timely preparation and delivery of certificates (not bearing
      any restrictive legends) representing securities to be sold under such
      Registration, and enable such securities to be in such denominations and
      registered in such names as the managing underwriter or underwriters, if any,
      or
      Holder may request;

     

    (viii)
       use
      its
      best efforts to cause the Registrable Shares to be registered with or approved
      by such other governmental agencies or authorities within the United States
      and
      having jurisdiction over the Company or any Subsidiary as may reasonably be
      necessary to enable the seller or sellers thereof or the underwriter or
      underwriters, if any, to consummate the disposition of such
      securities;

     

    (ix) notify
      each seller of Registrable Shares covered by such Registration, upon discovery
      that, or upon the happening of any event as a result of which, the prospectus
      included in such Registration, as then in effect, includes an untrue statement
      of a material fact or omits to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading, and promptly
      prepare, file with the SEC and furnish to such seller a reasonable number of
      copies of a supplement to or an amendment of such prospectus as may be necessary
      so that, as thereafter delivered to the purchasers or prospective purchasers
      of
      such securities, such prospectus shall not include an untrue statement of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in the light of the
      circumstances under which they are made;

     

    (x) otherwise
      comply with all applicable rules and regulations of the SEC, and make generally
      available to its security holders (as contemplated by section 11(a) under the
      Securities Act) an earnings statement satisfying the provisions of Rule 158
      under the Securities Act no later than ninety (90) days after the end of the
      twelve (12) month period beginning with the first month of the Company’s first
      fiscal quarter commencing after the effective date of the registration
      statement, which statement shall cover said twelve (12) month
      period;

     

    (xi) provide
      and cause to be maintained a transfer agent and registrar for all Registrable
      Shares covered by each Registration from and after a date not later than the
      effective date of such Registration; and

     

    (xii) cause
      all
      Registrable Shares covered by such Registration (A) to be listed on each
      securities exchange on which similar equity Securities issued by the Company
      are
      then listed; (B) if listed on Nasdaq, use its best efforts to secure designation
      of all such Registrable Shares covered by such registration statement as a
      Nasdaq “national market system security” within the meaning of Rule 11Aa2-1
      promulgated by the SEC under the Exchange Act, or, failing that, to secure
      Nasdaq authorization for such Registrable Shares; and (C) , if not so listed,
      to
      arrange for at least two market makers to register as such with respect to
      such
      Registrable Shares with the Financial Industry Regulatory
      Authority.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company may require the Holder of the Registrable Shares that will be included
      in such Registration to furnish the Company with such information as the Company
      may reasonably request in writing and as is required by applicable laws or
      regulations.

     

    (e)
      Reasonable
      Investigation.
      The
      Company shall:

     

    (i) give
      the
      Holder of the Registrable Shares and its counsel and accountants the opportunity
      to participate in the preparation of the registration statement, each prospectus
      included therein or filed with the SEC and each amendment thereof or supplement
      thereto;

     

    (ii) give
      the
      Holder reasonable opportunities to discuss the business of the Company with
      its
      officers, counsel and the independent public accountants who have certified
      its
      financial statements;

     

    (iii) make
      available for inspection by the Holder of the Registrable Shares included in
      any
      Registration, any underwriter participating in any disposition pursuant to
      any
      Registration, and any attorney, accountant or other agent retained by any such
      seller or underwriter, all financial and other records, pertinent corporate
      documents and properties of the Company; and

     

    (iv) cause
      the
      Company’s officers, directors and employees to supply all information reasonably
      requested by any such person in connection with such Registration;

     

    in
      each
      such case, as shall be reasonably necessary, in the opinion of the Holder or
      such underwriter, to enable it to conduct a “reasonable investigation” within
      the meaning of the section 11(b)(3) of the Securities Act and to satisfy the
      requirement of reasonable care imposed by section 12(a)(2) of the Securities
      Act.

     

    4.
      Indemnification;
      Contribution.

     

    (a) Indemnification
      by the Company.
      The
      Company shall indemnify, to the fullest extent permitted by law, the Holder
      of
      the Registrable Shares, its officers, directors and agents, if any, and each
      person, if any, who controls the Holder within the meaning of section 15 of
      the
      Securities Act, against all losses, claims, damages, liabilities (or proceedings
      in respect thereof) and expenses (under the Securities Act or common law or
      otherwise), joint or several, resulting from any violation by the Company of
      the
      provisions of the Securities Act or any untrue statement or alleged untrue
      statement of a material fact contained in any registration statement or
      prospectus (and as amended or supplemented if amended or supplemented) or any
      preliminary prospectus or caused by any omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein (in the case of any prospectus, in light of the circumstances
      under which they were made) not misleading, except to the extent that such
      losses, claims, damages, liabilities (or proceedings in respect thereof) or
      expenses are caused by any untrue statement or alleged untrue statement
      contained in or by any omission or alleged omission from information concerning
      the Holder of the Registrable Shares furnished in writing to the Company by
      the
      Holder expressly for use therein. If the offering pursuant to any registration
      statement provided for under this Section 3 is made through underwriters, no
      action or failure to act on the part of such underwriters (whether or not such
      underwriter is an affiliate of the Holder of the Registrable Shares) shall
      affect the obligations of the Company to indemnify the Holder of the Registrable
      Shares or any other person pursuant to the preceding sentence.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Indemnification
      by the Holder.
      In
      connection with any registration statement in which the Holder of the
      Registrable Shares is participating, the Holder, severally and not jointly,
      shall indemnify, to the fullest extent permitted by law, the Company, each
      underwriter (if the underwriter so requires) and their respective officers,
      directors and agents, if any, and each person, if any, who controls the Company
      or such underwriter within the meaning of section 15 of the Securities Act,
      against any losses, claims, damages, liabilities (or proceedings in respect
      thereof) and expenses resulting from any untrue statement or alleged untrue
      statement of a material fact or any omission or alleged omission of a material
      fact required to be stated in the registration statement or prospectus or
      preliminary prospectus or any amendment thereof or supplement thereto or
      necessary to make the statements therein (in the case of any prospectus, in
      light of the circumstances under which they were made) not misleading, but
      only
      to the extent that such untrue statement is contained in or such omission is
      from information concerning the Holder furnished in writing by the Holder
      expressly for use therein; provided, however, that the Holder’s obligations
      hereunder shall be limited to an amount equal to the proceeds to the Holder
      of
      the Registrable Shares sold pursuant to such registration
      statement.

     

    (c) Control
      of Defense.
      Any
      person entitled to indemnification under the provisions of this Section 3(f)
      shall give prompt notice to the indemnifying party of any claim with respect
      to
      which it seeks indemnification and unless in such indemnified party’s reasonable
      judgment a conflict of interest between such indemnified and indemnifying
      parties may exist in respect of such claim, permit such indemnifying party
      to
      assume the defense of such claim, with counsel reasonably satisfactory to the
      indemnified party; and if such defense is so assumed, such indemnifying party
      shall not enter into any settlement without the consent of the indemnified
      party
      if such settlement attributes liability to the indemnified party and such
      indemnifying party shall not be subject to any liability for any settlement
      made
      without its consent (which shall not be unreasonably withheld); and any
      underwriting agreement entered into with respect to any registration statement
      provided for under this Agreement shall so provide. In the event an indemnifying
      party shall not be entitled (or elects not) to assume the defense of a claim,
      such indemnifying party shall not be obligated to pay the fees and expenses
      of
      more than one counsel or firm of counsel for all parties indemnified by such
      indemnifying party in respect of such claim, unless in the reasonable judgment
      of any such indemnified party a conflict of interest may exist between such
      indemnified party and any other of such indemnified parties in respect to such
      claim.

     

    (d) Contribution.
      If for
      any reason the foregoing indemnity is unavailable, then the indemnifying party
      shall contribute to the amount paid or payable by the indemnified party as
      a
      result of such losses, claims, damages, liabilities or expenses:

     

    (i) in
      such
      proportion as is appropriate to reflect the relative benefits received by the
      indemnifying party on the one hand and the indemnified party on the other;
      or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) if
      the
      allocation provided by clause (A) above is not permitted by applicable law
      or
      provides a lesser sum to the indemnified party than the amount hereinafter
      calculated, in such proportion as is appropriate to reflect not only the
      relative benefits received by the indemnifying party on the one hand and the
      indemnified party on the other but also the relative fault of the indemnifying
      party and the indemnified party as well as any other relevant equitable
      considerations. Notwithstanding the foregoing, the Holder of the Registrable
      Shares shall not be required to contribute any amount in excess of the amount
      the Holder would have been required to pay to an indemnified party if the
      indemnity under Section 3(f)(ii) were available. No person guilty of fraudulent
      misrepresentation (within the meaning of section 11(f) of the Securities Act)
      shall be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation. The obligation of any person to contribute
      pursuant to this Section 3(f) shall be several and not joint.

     

    (e) Timing
      of Payments.
      An
      indemnifying party shall make payments of all amounts required to be made
      pursuant to the foregoing provisions of this Section 3(g) to or for the account
      of the indemnified party from time to time promptly upon receipt of bills or
      invoices relating thereto or when otherwise due or payable.

     

    (d) Survival.
      The
      indemnity and contribution agreements contained in this Section 3(f) shall
      remain in full force and effect regardless of any investigation made by or
      on
      behalf of the Holder of the Registrable Shares, its officers, directors, agents
      or any person who control the Holder as aforesaid, and shall survive the
      transfer of such Registrable Shares by the Holder.

     

    5.
      Holdback
      Agreements.
      In
      connection with each underwritten sale of Registrable Shares, each of the
      Company and the Holder agrees to enter into customary holdback agreements
      concerning sale or distribution of the Registrable Shares, provided, however,
      that the holdback period is for no more than 180 days during any 12 month
      period. 

     

    6.
      Other
      Registration of Common Stock.
      If any
      shares of Common Stock required to be reserved for purposes of conversion of
      any
      class of Common Stock into any other class of Common Stock require registration
      with or approval of any governmental authority under any federal or state law
      (other than the Securities Act) before such shares may be issued upon
      conversion, the Company will, at its expense and as expeditiously as possible,
      use its best efforts to cause such shares to be duly registered or approved,
      as
      the case may be.

     

    7.
      Availability
      of Information.
      At any
      time that any class of the Company’s Common Stock is registered under section
      12(b) or section 12(g) of the Exchange Act, the Company will comply with the
      reporting requirements of sections 13 and 15(d) of the Exchange Act (whether
      or
      not it shall be required to do so pursuant to such sections) and will comply
      with all other public information reporting requirements of the SEC from time
      to
      time in effect. In addition, the Company shall file such reports and
      information, and shall make available to the public and to the Holder of the
      Registrable Shares such information, as shall be necessary to permit the Holder
      to offer and sell the Registrable Shares pursuant to the provisions of Rules
      144
      and 144A promulgated under the Securities Act. The Company will also cooperate
      with Holder in supplying such information as may be necessary for Holder to
      complete and file any information reporting forms presently or hereafter
      required by the SEC as a condition to the availability of an exemption from
      the
      registration provisions of the Securities Act in connection with the sale of
      any
      Registrable Shares. The Company will furnish to the Holder, promptly upon their
      becoming available, copies of all financial statements, reports, notices and
      proxy statements sent or made available generally by the Company to its
      stockholders, and copies of all regular and periodic reports and all
      registration statements and prospectuses filed by the Company with any
      securities exchange or with the SEC.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.
      Other
      Registrable Securities.
      Holder
      acknowledges that the Company may permit its other holders of securities,
      whether pursuant to an agreement or otherwise, to include shares of Common
      Stock
      or other securities of the Company (the “Other
      Registrable Securities”)
      in a
      Registration.

     

    9.
      Subsequent
      Registration Statements.
      In the
      event the amount of shares covered by a Registration is limited by the SEC,
      the
      Company: (i) shall register the maximum number of Registrable Shares and Other
      Registrable Securities permitted by the SEC, allocated among the Holder and
      the
      holders of Other Registrable Securities in proportion to the amount previously
      included in the Registration, and (ii) shall file additional registration
      statements (the “Subsequent
      Registration Statements”)
      covering the balance of the Registrable Shares and Other Registrable Securities
      as soon as practicable in light of SEC positions, rules and regulations. The
      Company shall use its best efforts to cause any and all Subsequent Registration
      Statements to become effective within seventy five (75) days after each such
      filing.

     

    10. Expenses
      of Registration.
      All
      expenses incurred in connection with a Registration of the Registrable Shares
      pursuant to this Agreement, including without limitation all registration and
      qualification and filing fees, printing expenses, fees and disbursements of
      counsel for the Company, shall be borne by the Company. The Company shall not
      be
      responsible for the fees and disbursements of counsel for the Holder. All
      Selling Expenses shall be borne by the Holder of the Registrable Shares so
      registered and sold. 

     

    11. Miscellaneous.

     

    (a)
      Transferability;
      Assignability of Agreement and Registration Rights.
      Neither
      this Agreement nor the registration rights granted hereunder shall be
      transferable or assignable by SH other than in a Permitted
      Transfer.

     

    (b)
      Entire
      Agreement; Amendments.
      This
      Agreement constitutes the entire agreement and understanding of the parties
      with
      respect to the subject matter hereof, and supersedes any and all prior
      negotiations, correspondence, agreements or understandings with respect to
      the
      subject matter hereof. This Agreement may not be amended, modified or
      terminated, and no rights or provisions may be waived, except with the written
      consent of the Holder and the Company.

     

    (c)
      Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York without regard to principles of conflicts of
      law.
      Each party hereby irrevocably consents and submits to the jurisdiction of any
      New York State or United States Federal Court sitting in the State of New York,
      County of New York, over any action or proceeding arising out of or relating
      to
      this Agreement and irrevocably consents to the service of any and all process
      in
      any such action or proceeding by registered mail addressed to such party at
      its
      address specified herein (or as otherwise noticed to the other party). Each
      party further waives any objection to venue in New York and any objection to
      an
      action or proceeding in such state and county on the basis of forum
      non conveniens.
      Each
      party also waives any right to trial by jury. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)
      Notices.

     

    Any
      notices, reports or other correspondence (hereinafter collectively referred
      to
      as “correspondence”) required or permitted to be given hereunder shall be given
      in writing and shall be deemed effectively given upon (a) personal delivery,
      (b)
      delivery by fax (with answer back confirmed), or (c) two business days after
      mailing by recognized overnight courier (such as Federal Express), addressed
      to
      a party at its address or sent to the fax number provided below or at such
      other
      address or fax number as such party may designate by three days’ advance notice
      to the other party.

     

    All
      correspondence to the Company shall be addressed as follows:

     

    BBM
      Holdings, Inc.

    1245
      Brickyard Road

    Salt
      Lake
      City, Utah 84106

    Attention:
      Andrew Limpert, CEO and President

    Fax:
      801-433-2222

    


    with
      a
      copy to: 

    


    Hahn
      & Hessen LLP

    488
      Madison Avenue

    New
      York,
      NY 10022

    Fax:
      212-478-7400

    Attention:
      James Kardon

    


    All
      correspondence to Holder shall be addressed as follows:

    


    Dr.
      Shalom Hirschman

    [Address]

    Fax:
      _________

    


    (e)
      Injunctive
      Relief.
      The
      parties acknowledge and agree that in the event of any breach of this Agreement,
      remedies at law may be inadequate, and each of the parties hereto shall be
      entitled to seek specific performance of the obligations of the other parties
      hereto and such appropriate injunctive relief as may be granted by a court
      of
      competent jurisdiction.

     

    (f)
      Attorney’s
      Fees.
      If any
      action at law or in equity is necessary to enforce or interpret any of the
      terms
      of this Agreement, the prevailing party shall be entitled to reasonable
      attorneys’ fees, costs and necessary disbursements in addition to any other
      relief to which such party may be entitled.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)
      Severability.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      unenforceable under applicable law, such provision shall be replaced with a
      provision that accomplishes, to the extent possible, the original business
      purpose of such provision in a valid and enforceable manner, and the balance
      of
      the Agreement shall be interpreted as if such provision were so modified and
      shall be enforceable in accordance with its terms.

     

    (h)
      Counterparts.
      This
      Agreement may be executed in a number of counterparts, any of which together
      shall for all purposes constitute one Agreement, binding on all the parties
      hereto notwithstanding that all such parties have not signed the same
      counterpart.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SIGNATURE
      PAGE TO BBM HOLDINGS, INC. 

    REGISTRATION
      RIGHTS AGREEMENT

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Registration Rights
      Agreement as of the date and year first above written.

    


    
      	
              BBM
                Holdings, Inc.

            
	 	 
	
              By:

            	 
	
              Name:
                Andrew Limpert

            
	
              Title:
                President and CEO

            
	 
	
              
                 

              

            
	
              Shalom
                Hirschman