Unassociated Document


    
      REGISTRATION
RIGHTS AGREEMENT

      


      This Registration Rights Agreement
(“Agreement”), dated MAY 17, 2010, is made by and between MEDCLEAN TECHNOLOGIES,
INC., a DELAWARE corporation (“Company”), and SOUTHRIDGE PARTNERS II, LP., a
Delaware limited partnership (the “Investor”).

      


      RECITALS

      


      WHEREAS, upon the terms and subject to
the conditions of the Equity Credit Agreement (“Purchase Agreement”), between
the Investor and the Company, the Company has agreed to issue and sell to the
Investor shares (the “Put Shares”) of its common stock, par value $0.0001 per
share (the “Common Stock”) from time to time for an aggregate investment price
of up to FIFTEEN MILLION DOLLARS ($15,000,000) the “Registrable Securities”
and

      


      WHEREAS, to induce the Investor to
execute and deliver the 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, “Securities Act”), and applicable state securities laws with
respect to the Registrable Securities;

      


      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 Investor hereby agree as follows:

      


      1.           Definitions.

      


      (a)           As
used in this Agreement, the following terms shall have the following
meaning:

      


      (i)           “Subscription
Date” means the date of this Agreement.

      


      (ii)           “Investor”
has the meaning set forth in the preamble to this Agreement.

      


      (iii)           “Register,”
“registered” and “registration” refer to a registration effected by preparing
and filing a Registration Statement or Statements in compliance with the
Securities Act and pursuant to Rule 415 under the Securities Act or any
successor rule providing for offering securities on a delayed or 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”).

      


      (iv)           “Registrable
Securities” will have the same meaning as set forth in the Purchase
Agreement.

      


      (v)           “Registration
Statement” means the Company’s registration statement on Form S-1, or any
similar registration statement of the Company filed with SEC under the
Securities Act with respect to the Registrable Securities.

      


      
        
          
          

        

        
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      (vi)           “EDGAR”
means the SEC’s Electronic Data Gathering, Analysis and Retrieval
System.

      


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

      


      2.           [RESERVED]

      


      3.           Obligation of the
Company.  In connection with the registration of the
Registrable Securities, the Company shall do each of the following:

      


      (a)           Prepare
promptly, and file with the SEC within no later than forty five
(45)  days after the date hereof, a Registration Statement with
respect to not less than the maximum allowable to be registered by the SEC
subject to Rule 415 of Registrable Securities, and thereafter use all diligent
efforts to cause such Registration Statement relating to the Registrable
Securities to become effective within five (5) business days after notice from
the Securities and Exchange Commission that such Registration Statement may be
declared effective, and keep the Registration Statement effective at all times
until the earliest of (i) the date that is six months after the completion of
the last Closing Date under the Purchase Agreement, (ii) the date when the
Investor may sell all Registrable Securities under Rule 144 without volume
limitations, or (iii) the date the Investor no longer owns any of the
Registrable Securities (collectively, 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, in the light of the circumstances
under which they were made, not misleading;

      


      (b)           Prepare
and file with the SEC such amendments (including post-effective amendments) and
supplements to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to keep the Registration
Statement effective at all times during the Registration Period, and, during the
Registration Period, and to comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities of the Company
covered by the Registration Statement until the expiration of the Registration
Period.

      


      (c)           With
respect to the Registrable Securities, permit a single firm of counsel
designated by Investor to review the Registration Statement and all amendments
and supplements thereto a reasonable period of time (but not less than three (3)
business days) prior to their filing with the SEC, and not file any document in
a form to which such counsel reasonably objects.

      


      
        
          
          

        

        
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      (d)           With
respect to the Registrable Securities, notify Investor and Investor’s legal
counsel identified to the Company (and, in the case of (i)(A) below, not less
than one (1) business day prior to such filing) and (if requested by any such
person) confirm such notice in writing no later than one (1) business day
following the day (i): (A) when a prospectus or any prospectus supplement or
post-effective amendment to the Registration Statement is proposed to be filed;
(B) whenever the SEC notifies the Company whether there will be a “review” of
such Registration Statement; (C) whenever the Company receives (or a
representative of the Company receives on its behalf) any oral or written
comments from the SEC respect of a Registration Statement (copies or, in the
case of oral comments, written or oral summaries of such comments shall be
promptly furnished by the Company to Investor’s Counsel); and (D) with respect
to the Registration Statement or any post-effective amendment, when the same has
become effective; (ii) of any request by the SEC or any other Federal or state
governmental authority for amendments or supplements to the Registration
Statement or the prospectus or for additional information; (iii) of the issuance
by the SEC of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation of
any proceedings for that purpose; (iv) if at any time any of the representations
or warranties of the Company contained in any agreement (including any
securities purchase agreement) contemplated hereby ceases to be true and correct
in all material respects; (v) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any proceeding for such purpose; and (vi) of
the occurrence of any event that to the knowledge of the Company makes any
statement made in the Registration Statement or the prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to the Registration Statement,
the prospectus or other documents so that, in the case of the Registration
Statement or the prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In addition, the
Company shall furnish counsel to the Investor with copies of all intended
written responses to the comments contemplated in clause (C) of this Section not
later than one (1) business day in advance of the filing of such responses with
the SEC so that Investor shall have the opportunity to comment
thereon.

      


      (e)           Unless
available to the Investor without charge through EDGAR, the SEC’s website or the
Company’s website, furnish to Investor, (i) promptly after the same is prepared
and publicly distributed, filed with the SEC, or received by the Company, one
(1) copy of the Registration Statement, each preliminary prospectus and the
prospectus, and each amendment or supplement thereto, 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 Investor may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by the Investor;

      


      
        
          
          

        

        
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      (f)           Use
all diligent efforts to (i) register and/or qualify the Registrable Securities
covered by the Registration Statement under such other securities or blue sky
laws of such jurisdictions as the Investor may reasonably request and in which
significant volumes of shares of Common Stock are traded, (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 at all times during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations
and qualification in effect at all times during the Registration Period, and
(iv) take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions: provided, however,
that the Company shall not be required in connection therewith or as a condition
thereto to (A) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(f), (B) subject itself
to general taxation in any such jurisdiction, (C) file a general consent to
service of process in any such jurisdiction, (D) provide any undertakings that
cause more than nominal expense or burden to the Company or (E) make any change
in its charter or by-laws or any then existing contracts, which in each case the
Board of Directors of the Company determines to be contrary to the best
interests of the Company and its stockholders;

      


      (g)           As
promptly as practicable after becoming aware of such event, notify the Investor
of the happening of any event of which the Company has knowledge, as a result of
which the prospectus included in the Registration Statement, as then in effect,
includes any 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,
in the light of the circumstances under which they were made, not misleading
(“Registration Default”), and uses all diligent efforts to promptly prepare a
supplement or amendment to the Registration Statement or other appropriate
filing with the SEC to correct such untrue statement or omission, and take any
other necessary steps to cure the Registration Default, and, unless available to
the Investor without charge through EDGAR, the SEC’s website or the Company’s
website, deliver a number of copies of such supplement or amendment to the
Investor as the Investor may reasonably request.  If the Company fails
to cure any Registration Default within ten (10) business days, the Company
shall pay to the Investor liquidated damages in an amount equal to 2% of the
Purchase Price of all Registrable Securities then held by the Investor and still
subject to Rule 144 volume limitations for each thirty (30) calendar day period
or portion thereof, beginning on the date of suspension.

      


      (h)           As
promptly as practicable after becoming aware of such event, notify the Investor
(or, in the event of an underwritten offering, the managing underwriters) of the
issuance by the SEC of any notice of effectiveness or any stop order or other
suspension of the effectiveness of  the Registration Statement at the
earliest possible time;

      


      (i)           Use
its commercially reasonable efforts, if eligible, either to (i) cause all the
Registrable Securities covered by the Registration Statement to be listed on a
national securities exchange and on each additional 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) secure designation of all the
Registrable Securities covered by the Registration Statement as a National
Association of Securities Dealers Automated Quotations System (“Nasdaq”)
security within the meaning of Rule 11Aa2-1 of the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the quotation of the
Registrable Securities on the Nasdaq Capital Market; or if, despite the
Company’s commercially reasonable efforts to satisfy the preceding clause (i) or
(ii), the Company is unsuccessful in doing so, to secure authorization of the
Financial Industry Regulatory Authority (“FINRA”) and quotation for such
Registrable Securities on the over-the-counter bulletin board and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register with FINRA as such with respect to such Registrable
Securities;

      


      
        
          
          

        

        
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      (j)           Provide
a transfer agent for the Registrable Securities not later than the Subscription
Date under the Purchase Agreement;

      


      (k)           Cooperate
with the Investor to facilitate the timely preparation and delivery of
certificates for the Registrable Securities to be offered pursuant to the
Registration Statement and enable such certificates for the Registrable
Securities to be in such denominations or amounts as the case may be, as the
Investor may reasonably request and registration in such names as the Investor
may request; and, within five (5) 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 Investor) an appropriate instruction and opinion of such counsel, if so
required by the Company’s transfer agent; and

      


      (l)           Take
all other reasonable actions necessary to expedite and facilitate distribution
to the Investor of the Registrable Securities pursuant to the Registration
Statement.

      


      4.           Obligations of the
Investor.  In connection with the registration of the
Registrable Securities, the Investor shall have the following
obligations;

      


      (a)           It
shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities of the Investor that the Investor shall timely 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 timely execute such documents in connection with such
registration as the Company may reasonably request.

      


      (b)           The
Investor by such Investor’s acceptance of the Registrable Securities agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of the Registration Statement hereunder;
and

      


      
        
          
          

        

        
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      (c)           The
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(g) or 3(h) above, the
Investor will immediately discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until the Investor receives the copies of the supplemented or amended prospectus
contemplated by Section 3(g) or 3(h) and, if so directed by the Company, the
Investor 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
Investor’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.

      


      5.           Expenses of
Registration.    (a)  All reasonable
expenses incurred in connection with Registrations, filings or qualifications
pursuant to Section
3, including, without limitation, all Registration, listing, and
qualifications fees, printers and accounting fees, the fees and disbursements of
counsel for the Company shall be borne by the Company.

      


      (b)           Except
as otherwise provided for in Schedule 5(b)
attached hereto, the Company nor any of its subsidiaries has, as of the date
hereof, and the Company shall not on or after the date of this Agreement, enter
into any agreement with respect to its securities that is inconsistent with the
rights granted to Investor in this Agreement or otherwise conflicts with the
provisions hereof.  Except as otherwise provided for in Schedule 5(b), the
Company has not previously entered into any agreement granting any registration
rights with respect to any of its securities to any person.

      


      6.           Indemnification.  After
Registrable Securities are included in a Registration Statement under this
Agreement:

      


      (a)           To
the extent permitted by law, the Company will indemnify and hold harmless, the
Investor, the directors, if any, of such Investor, the officers, if any, of such
Investor, each person, if any, who controls the Investor within the meaning of
the Securities Act or the Exchange Act (each, an “Indemnified Person”), against
any losses, claims, damages, liabilities or expenses (joint or several) incurred
(collectively, “Claims”) to which any of them may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any
post-effective amendment thereof or the omission or alleged omission to state
therein a material fact required to be stated therein 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 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 the 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 Securities Act, the Exchange Act, any state
securities law or any rule or regulation under the Securities Act, the Exchange
Act or any state securities law (the matters in the foregoing clauses (i)
through (iii) being collectively referred to
as  “Violations”).  Subject to Section 6(b) hereof, the
Company shall reimburse the Investor, 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) shall not
(i) apply to any Claims 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 or on behalf of any Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was timely made
available by the Company pursuant to Section 3(b) hereof; (ii) with respect to
any preliminary prospectus, inure to the benefit of any such person from whom
the person asserting any such Claim purchased the Registrable Securities that
are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected in the prospectus, as then amended or
supplemented, if such prospectus was timely made available by the Company
pursuant to Section 3(b) hereof; (iii) be available to the extent such Claim is
based on a failure of the Investor to deliver or cause to be delivered the
prospectus made available by the Company; or (iv) 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.  The Investor will indemnify the Company, its officers,
directors and agents (including legal counsel) against any claims 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 or on behalf of the
Investor, expressly for use in connection with the preparation of the
Registration Statement, subject to such limitations and conditions set forth in
the previous sentence.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnified
Person or Indemnified Party.

      


      
        
          
          

        

        
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      (b)           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 a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person, as the case may be; provided, however, that an
Indemnified Person shall have the right to retain its own counsel with the
reasonable fees and expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person and the indemnifying
party 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.  In such event, the Company shall pay for only one
separate legal counsel for the Investor selected by the Investor.  The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person under this Section 6, except to
the extent that the indemnifying party is 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.

      


      
        
          
          

        

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

      


      8.           Reports under Exchange
Act.  With a view to making available to the Investor the
benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit the Investor to sell
securities of the Company to the public without registration (“Rule 144”), the
Company agrees to use its reasonable best efforts 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 Exchange Act;

      


      (c)           furnish
to the Investor so long as the Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company that it has complied with
the reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) unless available to the Investor without charge through EDGAR, the SEC’s
website or the Company’s website, a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to
permit the Investors to sell such securities pursuant to Rule 144 without
registration; and

      


      (d)           at
the request of any Investor of Registrable Securities, give its Transfer Agent
instructions (supported by an opinion of Company counsel, if required or
requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s
receipt from such Investor of:

      


      
        
          
          

        

        
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      (i) a
certificate (a “Rule 144 Certificate”) certifying (A) that such Investor has
held the shares of Registrable Securities which the Investor proposes to sell
(the “Securities Being Sold”) for a period of not less than (1) year and (B) as
to such other matters as may be appropriate in accordance with Rule 144 under
the Securities Act, and

      


      (ii) an
opinion of counsel acceptable to the Company (for which purposes it is agreed
that the initial Investor’s Counsel shall be deemed acceptable if such opinion
is not given by Company Counsel) that, based on the Rule 144 Certificate,
Securities Being Sold  may be sold pursuant to the provisions of Rule
144, even in the absence of an effective Registration Statement,

      


      the
Transfer Agent is to effect the transfer of the Securities Being Sold and issue
to the buyer(s) or transferee(s) thereof one or more stock certificates
representing the transferred Securities Being Sold without any restrictive
legend and without recording any restrictions on the transferability of such
shares on the Transfer Agent’s  books and records (except to the
extent any such legend or restriction results from facts other than the identity
of the Investor, as the seller or transferor thereof, or the status, including
any relevant legends or restrictions, of the shares of the Securities Being Sold
while held by the Investor).   If the Transfer Agent requires any
additional documentation at the time of the transfer, the Company shall deliver
or cause to be delivered all such reasonable additional documentation as may be
necessary to effectuate the issuance of an unlegended certificate.

      


      9.    Miscellaneous.

      


      (a)           Registered
Owners.  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)           Rights Cumulative;
Waivers.  The rights of each of the parties under this
Agreement are cumulative.  The rights of each of the parties hereunder
shall not be capable of being waived or varied other than by an express waiver
or variation in writing.  Any failure to exercise or any delay in
exercising any of such rights shall not operate as a waiver or variation of that
or any other such right.  Any defective or partial exercise of any of
such rights shall not preclude any other or further exercise of that or any
other such right.  No act or course of conduct or negotiation on the
part of any party shall in any way preclude such party from exercising any such
right or constitute a suspension or any variation of any such
right.

      


      
        
          
          

        

        
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      (c)           Benefit; Successors
Bound.  This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned parties and
their heirs, executors, administrators, representatives, successors, and
permitted assigns.

      


      (d)           Entire
Agreement.  This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof.  There
are no promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express or implied,
between them with respect to this Agreement or the matters described in this
Agreement, except as set forth in this Agreement and in the other documentation
relating to the transactions contemplated by this Agreement.  Any such
negotiations, promises, or understandings shall not be used to interpret or
constitute this Agreement.

      


      (e)           Amendment.  Any
provision 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 the written consent of the Company and
Investor.  Any amendment or waiver affected in accordance with this
Section 9 shall be binding upon the Company.

      


      (f)           Severability.  Each
part of this Agreement is intended to be severable.  In the event that
any provision of this Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Agreement shall continue in full force and
effect.

      


      (g)           Notices.  Notices
required or permitted to be given hereunder shall be in writing and shall be
deemed to be sufficiently given when personally delivered (by hand, by courier,
by telephone line facsimile transmission, receipt confirmed, or other means) or
sent by certified mail, return receipt requested, properly addressed and with
proper postage pre-paid (i) if to the Company, at its executive office and (ii)
if to the Investor, at the address set forth under its name in the Purchase
Agreement, with a copy to its designated attorney, or at such other address as
each such party furnishes by notice given in accordance with this Section 9(a),
and shall be effective, when personally delivered, upon receipt and, when so
sent by certified mail, five (5) business days after deposit with the United
States Postal Service.

      


      (h)           Governing Law; Jury Trial
Waiver.   This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York without regard
to the principles of conflicts of law. Each of the Company and Investor hereby
submit to the exclusive jurisdiction of the United States Federal and state
courts located in New York County, New York with respect to any dispute arising
under this Agreement, the agreements entered into in connection herewith or the
transactions contemplated hereby or thereby.  The Company and the
Investor hereby waive a trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other in respect of any
matter arising out of or in connection with this Agreement.

      


      
        
          
          

        

        
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      (i)           Consents.  The
person signing this Agreement on behalf of each party hereby represents and
warrants that he has the necessary power, consent and authority to execute and
deliver this Agreement on behalf of that party.

      


      (j)           Further
Assurances.  In addition to the instruments and documents to be
made, executed and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other actions as
the requesting party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.

      


      (k)           Section
Headings.  The Section headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

      


      (l)           Construction.  Unless
the context otherwise requires, when used herein, the singular shall be deemed
to include the plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.

      


      (m)           Execution in Counterparts.
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 telephone line facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this
Agreement.  A facsimile transmission of this signed Agreement shall be
legal and binding on all parties hereto.

      


      [SIGNATURES
ON FOLLOWING PAGE]

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      [SIGNATURE
PAGE]

      


      


      


      IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed by their respective
officers thereunto duly authorized as of the day and year first above
written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 	COMPANY:	 
	 	 	 
	 	MEDCLEAN TECHNOLOGIES,
      INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 
	 	INVESTOR:	 
	 	 	 
	 	SOUTHRIDGE PARTNERS II,
      LP	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	
                                                                  Name:

                                                                	
                                                                   

                                                                	 
	 	Title:	 	 


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      SCHEDULE 5
(B)

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          13