Unassociated Document


    REGISTRATION RIGHTS
AGREEMENT

    


    This REGISTRATION RIGHTS AGREEMENT
(the “Agreement”) is made and entered into as of January 27, 2011 by and between
WES CONSULTING, INC., a
Florida corporation (the “Company”), and DMITRII SPETETCHII, an
individual resident of the Republic of Moldova (the “Investor”).

     

    WITNESSETH:

    


    WHEREAS, reference is made to
that certain Stock Purchase Agreement dated January 27, 2011, by and among the
Company, Web Merchants, Inc., a Delaware corporation (“Web Merchants”), Fyodor
Petrenko (“Petrenko”) and the Investor (the “Purchase Agreement”), pursuant to
which Petrenko and the Investor have agreed to sell all of their shares of
capital stock of Web Merchants to the Company in exchange for the payment of
cash and the issuance of shares of the common stock, par value $.01 per share,
of the Company to Petrenko and the Investor;

     

    WHEREAS, in connection with
the transactions contemplated by the Purchase Agreement, the Company has agreed
to provide to the Investor the registration rights set forth in this Agreement;
and

     

    WHEREAS, the Investor would
not consummate the transactions contemplated by the Purchase Agreement absent
the execution and delivery by the Company of this Agreement, which is an exhibit
to the Purchase Agreement; and

     

    WHEREAS, as soon as
practicable following the Closing (as such term is defined in the Purchase
Agreement), but in no event later than within ninety (90) days following the
Closing, the Company shall use its best efforts to file with the SEC a
registration statement, registering the resale of Common Stock, such
registration statement to include Two Million (2,000,000) shares of the Common
Stock to be received by Spetetchii, as provided in this Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual covenants contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Investor, each
intending to be legally bound, hereby agree as follows:

     

    SECTION 1. REGISTRATION
RIGHTS.

    


    1.1           Certain
Definitions. As
used in this Agreement, in addition to the terms defined above, the following
terms shall have the following respective meanings:

    


    “Commission”
shall mean the Securities and Exchange Commission or any other federal agency at
the time administering the Securities Act.

    


    “Common
Stock” shall mean the Company’s common stock, par value $.01 per
share.

     

    
      
         


      

      
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    “Other
Stockholders” shall mean persons or entities other than the Investor who,
by virtue of agreements with the Company, are entitled to include their
securities in a registration effected pursuant to this Agreement.

    


    “Public
Offering” shall mean the effectiveness of the filing of a registration
statement under the Securities Act that covers the offer and sale of the Common
Stock by the Company to the public or by the Company or a placement agent on an
agency or best efforts basis to a selected number of investors.

    


    “register,” “registered” and “registration” refer to the effectiveness
of a registration statement prepared and filed in compliance with the Securities
Act.

    


    “Registrable
Securities” as of any particular
time shall mean all shares of Common Stock; provided, however, that
Registrable Securities shall not include any shares of Common Stock that have
previously been registered or that have been sold to the public, or that have
been sold in a private transaction by the Investor or any Other
Stockholders.

    


    “Registration
Expenses” shall mean all expenses
incurred by the Company in complying with Subsections 1.2 and 1.3 hereof,
including, without limitation, all registration and filing fees; printing
expenses; fees and disbursements of counsel for the Company; reasonable fees and
expenses of a single counsel for the Investor; state “blue sky” fees and
expenses; and accountants’ expenses, including, without limitation, any special
audits incident to or required by any such registration; but excluding Selling
Expenses, the compensation of regular employees of the Company, which shall be
paid in any event by the Company, and excluding also any additional
disbursements of counsel for the Investor or any Other Stockholders, which shall
be paid by the Investor or such Other Stockholders.

    


    “Securities
Act” shall
mean the federal Securities Act of 1933, as amended, or any similar federal
statute and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at any particular time.

    


    “Securities
Exchange Act” shall mean the federal Securities Exchange Act of 1934, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at any particular
time.

    


    “Selling
Expenses” shall mean all
underwriting discounts and selling commissions applicable to the sale of
Registrable Securities and any other securities of the Company being sold in the
same registration as the Registrable Securities by the Investor or any Other
Stockholders.

     

    
      
        
        

      

      
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    1.2           Piggyback
Registration.
 

    (a)   
        If the Company registers any of
its securities in connection with a Public Offering on a form that would permit
the registration of the Registrable Securities, the Company shall (i) promptly
give to the Investor written notice of such registration (a “Piggyback
Registration”) (which shall include a list of the jurisdictions in which the
Company intends to attempt to qualify such securities under the applicable blue
sky or other state securities laws); (ii) use its best efforts to include in
such registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, if any, up to Two Million
(2,000,000) shares of the Registrable Securities owned and held by the Investor,
except as set forth in Subsection 1.2(b) hereof; and (iii) cause to be included
in such registration statement and use its best efforts to cause to be
registered under the Securities Act all the Registrable Securities referred to
in this Section 1.2(a) owned and held by the Investor. Notwithstanding the
foregoing, the Company shall have the right to withdraw or cease to prepare or
file any registration statement for any offering referred to in this Subsection
1.2(a) without any obligation or liability to the Investor.

    


    (b)           Subject
to Subsections 1.2(d) and 1.3 below, the Investor shall be entitled to have the
Registrable Securities referred to in Section 1.2(a) hereof included in an
unlimited number of Piggyback Registrations pursuant to this Subsection
1.2.

    


    (e)           If
the Company has previously filed a registration statement with respect to
Registrable Securities pursuant to
this Subsection 1.2 or pursuant to Subsection 1.3 hereof, and if such previous
registration has not been withdrawn or abandoned, the Company will not file or
cause to be effected any other registration of any of its equity securities or
securities convertible or exchangeable into or exercisable for its equity
securities under the Securities Act (except on Form S-8 or any successor form),
whether on its own behalf or at the request of any holder or holders of such
securities, until a period of one hundred eighty (180) days has elapsed from the
effective date of such a previous registration.

    


    (d)           If
the registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise the Investor as
a part of the written notice given pursuant to Subsection 1.2(a)(i)
hereof.  In such event, the right of the Investor to registration
pursuant to Subsection 1.2(a) shall (i) be conditioned upon the Investor’s
participation in such underwriting and the inclusion of the Investor’s
Registrable Securities in the underwriting to the extent provided herein and
(ii) terminate as to the Investor upon the availability of Rule 144 (as
hereinafter defined) to the Investor and the Investor holding not more than two
percent (2%) of the outstanding Registrable Securities.  The Investor
(should he propose to distribute his securities through such underwriting) shall
(together with the Company and Other Stockholders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for underwriting by the
Company.  Notwithstanding any other provision of this Subsection 1.2,
if the underwriter reasonably determines that marketing factors require a
limitation on the number of shares to be underwritten, the securities of the
Company held by the Investor and the Other Stockholders shall be excluded from
such registration pro rata on the basis of the number of their shares to be
included in the registration, to the extent so required by such limitation. The
Company shall advise all holders of securities requesting registration as to the
number of shares or securities that may be included in the registration and
underwriting as allocated in the foregoing manner.  No such reduction
shall be made with respect to securities offered by the Company for its own
account.  If the Investor or any Other Stockholder disapproves of the
terms of any such underwriting, then such person may elect to withdraw therefrom
by written notice to the Company and the underwriter.  Any Registrable
Securities or other securities excluded or withdrawn from such underwriting
shall also be withdrawn from such registration.

     

    
      
        
        

      

      
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    1.3         Requested
Registration.

     

    (a)           If
the Company has not filed a registration statement with respect to any
Registrable Securities within ninety (90) days after the date hereof, then
subject to the conditions of Subsection 1.3(b) hereof and in lieu of the
registration rights granted to the Investor pursuant to Subsection 1.2 hereof,
the Investor may make one (1) demand (and one (1) demand only) on the Company to
register all of the Registrable Securities of such Investor (a “Demand
Registration”).

    


    (b)         
In the event the Company shall receive from the Investor a written request that
the Company effect a Demand Registration with respect to all of the Registrable
Securities held by the Investor, other than a registration pursuant to Rule 415
under Regulation C promulgated under the Securities Act, the Company
shall:

    


    (i)           promptly
give written notice of the proposed registration to all Other Stockholders;
and

    


    (ii)          as
soon as practicable, use its diligent best efforts to effect such registration
(including, without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualification under applicable “blue sky”
or other state securities laws, and appropriate compliance with applicable
regulations issued under the Securities Act) as may be so requested and as would
permit or facilitate the sale and distribution of such portion of such
Registrable Securities as is specified in such request, together with such
portion of the Registrable Securities of any Other Stockholder joining in such
request as is specified in a written request given after receipt of written
notice from the Company; provided, however, that the
Company shall not be obligated to take any action to effect any such
registration pursuant to this Subsection 1.3:

    


    (A)        
  in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting such
registration, qualification or compliance unless the Company is already subject
to service in such jurisdiction and except as may be required by the Securities
Act;

    


    (B)           during
the period following a Public Offering that is contemplated by Subsection 1.10
hereof; or

    


    (C)           during
the period starting with the date that is sixty (60) days prior to the Company’s
good faith estimate of the date of filing of, and ending on a date one hundred
eighty (180) days after the effective date of, a Company-initiated underwritten
registration for an all-cash offer price, provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective.

    


    In the
event the Company is not obligated to effect any requested registration by
virtue of the foregoing clauses (A) through (C), such request shall not be
deemed to be a demand for registration for purposes of Subsection 1.3(a)
hereof.  Subject to the foregoing clauses (A) through (C), the Company
shall file a registration statement covering the Registrable Securities so
requested to be registered as soon as practicable after receipt of the request
of the Investor; provided, however,
that if the Company shall furnish to the Investor a certificate signed by the
Chairman of the Board of the Company stating that in the good-faith judgment of
the Board of Directors of the Company it would be detrimental to the Company and
its stockholders for such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, the Company shall
have the right to defer such filing (except as provided in clause (C) above) for
a period of not more than one hundred eighty (180) days after receipt of the
request of the Investor.


    
      
         


      

      
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    The
registration statement filed pursuant to the request of the Investor may,
subject to the provisions of Subsection 1.3(c) below, include securities offered
by the Company for its own account and/or other securities of the Company that
are held by Other Stockholders.

    


    (c)        
   If the Investor intends to distribute the Registrable
Securities covered by his request by means of an underwriting, he shall so
advise the Company as a part of his request made pursuant to
Subsection 1.3(a) hereof and the Company shall include such information in the
written notice referred to in Subsection 1.3(b)(i) hereof.  The right
of any Other Stockholder to registration shall be conditioned upon such Other
Stockholder’s participation in such underwriting and the inclusion of such Other
Stockholder’s Registrable Securities in the underwriting (unless otherwise
mutually agreed by the Investor and such Other Stockholder) to the extent
provided herein.

    


    If the
Company shall request inclusion in any registration pursuant to this Subsection
1.3 of securities being sold for its own account, or if Other Stockholders shall
request inclusion in any registration pursuant hereto, then, subject to the last
sentence of this Subsection 1.3(c) with respect to the Company’s request, the
Investor shall, on behalf of all Other Stockholders, offer to include such
securities in the underwriting and may condition such offer on their acceptance
of the further applicable provisions of this Section 1. The Company shall
(together with the Investor and the Other Stockholders proposing to distribute
their securities through such underwriting) enter into an underwriting agreement
in customary form and containing customary terms reasonably acceptable to the
Investor, with the representative of the underwriter or underwriters selected
for such underwriting by the Company and reasonably acceptable to the Investor;
provided, however, that if the
Company has not selected an underwriter reasonably acceptable to the Investor
within thirty (30) days after the Company’s receipt of the request for
registration from the Investor, then the Investor may select an underwriter
reasonably acceptable to the Company in connection with such registration.
Notwithstanding any other provision of this Subsection 1.3, if the underwriter
representative advises the Investor in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the securities of
the Company held by Other Stockholders shall first be excluded from such
registration to the extent so required by such limitation. The Company shall
advise all holders of securities requesting registration as to the number of
shares of securities that may be included in the registration and underwriting
as allocated in the foregoing manner. If any Other Stockholder who has requested
inclusion in such registration as provided above disapproves of the terms of the
underwriting, then such person may elect to withdraw therefrom by written notice
to the Company, the underwriter and the Investor. The securities so withdrawn
shall also be withdrawn from registration. If the underwriter has not limited
the number of shares to be underwritten, then the Company may include its
securities for its own account in such registration if the underwriter so agrees
and if the number of Registrable Securities and other securities of the Other
Stockholders that would otherwise have been included in such registration and
underwriting will not be limited thereby.

    
    

    
      
         


      

      
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    1.4          Expenses
of Registration.  All Registration
Expenses incurred in connection with any registration, qualification or
compliance pursuant to this Agreement shall be borne by the Company; and all
Selling Expenses shall be borne by the Investor and the Other Stockholders of
the securities so registered pro rata on the basis of the number of their shares
so registered; provided, however, that the Company shall
not be required to pay any Registration Expenses if, as a result of the
withdrawal from registration by the Investor or Other Stockholders pursuant to
Subsection 1.2(d) or Subsection 1.3 hereof, the registration statement does not
become effective, in which case the withdrawing party shall bear such
Registration Expenses (except for the fees of any counsel for the Investor,
which shall be borne only by the Investor); provided further,
however, that
such registration shall not be counted as a registration pursuant to Subsection
1.3(a) hereof; and
provided further, however, that if any
jurisdiction in which the securities shall be qualified shall require that
expenses incurred in connection with the qualification of the securities in that
jurisdiction be borne by the selling stockholders, then such expenses shall be
payable by the selling stockholders pro rata to the extent required by such
jurisdiction.

    


    1.5          Registration
Procedures.  In the case of
each registration effected by the Company pursuant to this Agreement, the
Company shall keep the Investor advised in writing as to the initiation of each
registration and as to the completion thereof.  At its expense, the
Company shall use its best efforts to:

    


    (a)           keep
such registration effective for a period of one hundred twenty (120) days or
until the Investor has completed the distribution described in the registration
statement relating thereto, whichever first occurs; and

    


    (b)      
    furnish such number of prospectuses and other documents
incident thereto as the Investor from time to time may reasonably
request.

    


    1.6          Indemnification.

    


    (a)           The
Company shall indemnify the Investor, and shall also indemnify each underwriter,
if any, and each person who controls (as defined in Subsection 1.6(d) below) any
underwriter, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act applicable to the Company and
relating to action or inaction required of the Company in connection with any
such registration, qualification or compliance, and shall reimburse the
Investor, each such underwriter, and each person who controls such underwriter,
for any legal and other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action;
provided, however, that the Company shall
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based upon written information
furnished to the Company by the Investor or underwriter seeking to be
indemnified, where such information is stated to be specifically for use in such
prospectus, offering circular or related document. It is agreed that the
indemnity agreement contained in this Subsection 1.6(a) shall not apply to
amounts paid in settlement of any such claim, loss, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld).


    
      
         


      

      
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    (b)      
     The Investor and each Other Stockholder shall, if
securities held by him or it are included among the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers, each underwriter, if any, of the
Company’s securities covered by such a registration statement, each person who
controls (as defined in Subsection 1.6(d) below) the Company or such
underwriter, and each Other Stockholder and each of such controlling person’s
officers, directors and partners, and each person controlling such Other
Stockholder and each of such controlling person’s officers, directors and
partners, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall reimburse
the Company and such Other Stockholders, directors, officers, partners, persons,
underwriters and control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by the Investor or such Other Stockholder specifically
for use therein; provided, however, that the
obligations of the Investor or Other Stockholder hereunder shall be limited to
an amount equal to the proceeds to the Investor or Other Stockholder of
securities sold as contemplated herein. It is agreed that the indemnity
agreement contained in this Subsection 1.6(b) shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Investor or Other Stockholder
(which consent shall not be unreasonably withheld).

    


    (e)      
     Each party entitled to indemnification under this
Subsection 1.6 (the “Indemnified Party”) shall give notice to the party required
to provide indemnification (the “Indemnifying Party”) promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought and shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not be withheld unreasonably), and the Indemnified Party
may participate in such defense at such Indemnified Party’s expense. The failure
of any Indemnified Party to give notice as provided herein shall relieve the
Indemnifying Party of its obligations under this Subsection 1.6 only if such
failure is prejudicial to the ability of the Indemnifying Party to defend such
action, and such failure shall in no event relieve the Indemnifying Party of any
liability that he or it may have to any Indemnified Party otherwise than under
this Subsection 1.6.  No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement that does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability with respect
to such claim or litigation.

    


    (d)           For
purposes of this Subsection 1.6, the term “control” shall have the meaning
assigned thereto under the Securities Act.


    
      
         


      

      
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    1.7           Information
by the Investor and Other Stockholders.  The Investor or
each Other Stockholder of securities included in any registration shall furnish
to the Company such information regarding the Investor or such Other Stockholder
and the distribution proposed by the Investor or any Other Stockholder as the
Company may request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this
Agreement.

    


    1.8           Rule 144
Reporting.  With a view to
making available the benefits of certain rules and regulations of the Commission
that may permit the sale of the Common Stock to the public without registration,
the Company shall:

    


    (a)           make
and keep public information available as those terms are understood and defined
in Rule 144 promulgated by the Commission under the Securities Act (“Rule 144”),
at all times after ninety (90) days following the first Public Offering by the
Company after the date hereof;

    


    (b)      
    file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Securities Exchange Act at any time after it has become subject to the reporting
requirements thereunder; and

    


    (c)          
so long as the Investor owns any securities constituting or representing
Registrable Securities, furnish to the Investor forthwith upon request a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144 (at any time after ninety (90) days following the first Public Offering
by the Company after the date hereof), and of the Securities Act and the
Securities Exchange Act (at any time after it has become subject to the
reporting requirements thereunder), a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
by the Company as the Investor may reasonably request in availing itself of any
rule or regulation of the Commission allowing the Investor to sell any such
securities without registration.

    


    1.9           No
Transfer of Registration Right.  The rights to cause the
Company to register securities of the Company hereunder may not be assigned by
the Investor.

    


    1.10        “Market
Stand-Off” Agreement.  If requested by
the Company upon the recommendation of the Board of Directors of the Company and
an underwriter of Common Stock (or other securities) of the Company, the
Investor shall not sell or otherwise transfer or dispose of any Common Stock (or
other securities) of the Company held by him during the ninety (90) day period
following the effective date of a registration statement of the Company filed
under the Securities Act, provided that:

    


    (a)           such
agreement shall apply only with respect to an underwritten Public Offering
(whether such offering was initiated by the Company or the Investor);
and

    


    (b)           Other
Stockholders selling securities pursuant to such registration statement and all
officers and directors of the Company enter into similar
agreements.
 

    
      
         


      

      
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    Such
agreement shall be in writing in form satisfactory to the Company and such
underwriter. The Company may impose stop-transfer instructions with respect to
the shares (or securities) subject to the foregoing restriction until the end of
said ninety (90)-day period.

    


    SECTION
2.         REPRESENTATIONS AND
WARRANTIES.

    


    2.1          Representations
and Warranties of the Company.  The Company
represents and warrants to the Investor as follows:

    


    (a)           
The execution, delivery and performance of this Agreement by the Company have
been duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
Articles of Incorporation or Bylaws of the Company, or any provision of any
material indenture, agreement or other instrument to which it or any of its
properties or assets is bound, or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
material indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of the Company.

    


    (b)           This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to applicable bankruptcy,
insolvency and other similar laws affecting the enforceability of creditors’
rights generally, general equitable principles, the discretion of courts in
granting equitable remedies and public policy considerations.

    


    2.2          Representations
and Warranties of the Investor.  The Investor
represents and warrants to the Company as follows:

    


    (a)           The
execution, delivery and performance of this Agreement by the Investor will not
violate any provision of law, any order of any court or any agency or
government, or any provision of any material indenture or agreement or other
instrument to which he or any of his properties or assets is bound, or conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such material indenture, agreement or other
instrument, or result in the creation or imposition of any lien, charge, or
encumbrance of any nature whatsoever upon any of the properties or assets of the
Investor.

    


    (b)           This
Agreement has been duly executed and delivered by the Investor and constitutes
the legal, valid and binding obligation of the Investor, enforceable against the
Investor in accordance with its terms, subject to applicable bankruptcy,
insolvency and other similar laws affecting the enforceability of creditors’
rights generally, general equitable principles, the discretion of courts in
granting equitable remedies and public policy considerations.

    


    SECTION
3.         MISCELLANEOUS.

    


    3.1           Governing
Law.  This Agreement
shall be governed by and construed under the laws of the State of Georgia,
without giving effect to any principles of conflicts of laws.


    
      
         


      

      
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    3.2           Survival.  The
representations, warranties, covenants and agreements made herein by the parties
shall survive the closing of the transactions contemplated hereby or the
Purchase Agreement.

    


    3.3           Successors
and Assigns.
Except as otherwise expressly provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.

    


    3.4           Notices,
etc.  All notices and
other communications required or permitted hereunder shall be in writing and
shall be mailed by United States first-class mail, postage prepaid, or delivered
personally by hand or nationally recognized courier addressed (a) if to the
Investor, as indicated on the signature page hereto or at such other address as
the Investor shall have furnished to the Company in writing, or (b) if to the
Company, at 2745 Bankers Industrial Drive, Atlanta, GA 30360, or at such other
address as the Company shall have furnished to the Investor in
writing.  All such notices and other written communications shall be
effective on the date of mailing or delivery.

    


    3.5           Delays or
Omissions; Remedies Cumulative.  No delay or
omission to exercise any right, power or remedy accruing to Investor, upon any
breach or default under this Agreement, shall impair any such right, power or
remedy of Investor, nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  All of Investor’s remedies, either under this
Agreement or by law or otherwise afforded to Investor, shall be cumulative and
not alternative.

    


    3.6           Expenses.  The Company shall
bear its own expenses and legal fees incurred on its behalf with respect to this
Agreement and the transactions contemplated hereby and all expenses and
disbursements of its legal counsel reasonably incurred.

    


    3.7           Titles
and Subtitles.  The titles of the
sections, paragraphs. and subparagraphs of this Agreement are for convenience of
reference only and are not to be considered in construing this
Agreement.

    


    3.8           Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one
instrument.

    


    3.9           Timely
Performance.  Time is of the
essence as to the performance of the obligations required of the respective
parties under this Agreement.

    
    

     

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    IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement, individually or
through its duly authorized officer, as the case may be, all as of the date
first written above.

     

    
      
        	 
      	
                WES
      CONSULTING, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                      
                  /s/
      Louis S. Friedman

                

              
	 
      	
                Name:

              	
                Louis
      Friedman

              
	 
      	
                Title:

              	
                Chief
      Executive Officer

              
	 
      	 
      
	 
      	
                      
                  /s/
      Dmitrii Spetetchii

                

              
	 
      	
                DMITRII
      SPETETCHII

              
	 
      	 
      
	 
      	
                Address:

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                  

              
	 
      	
                  

              
	 
      	
                  

              


      

    

     

    
      
         


      

      
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