Unassociated Document


    REGISTRATION
      RIGHTS AGREEMENT

    


    Registration
      Rights Agreement (the “Agreement”),
      dated
      as of May 30, 2006, by and between USCorp, a corporation organized under the
      laws of State of Nevada, with its principal executive office at 4535 W.Sahara
      Avenue, Las Vegas, NV 89102 (the “Company”),
      and
      Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its
      principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the
      “Holder”).

    


    Whereas, in
      connection with the Investment Agreement by and between the Company and the
      Investor of this date (the “Investment
      Agreement”),
      the
      Company has agreed to issue and sell to the Investor an indeterminate number
      of
      shares of the Company’s Common Stock, $.01par value per share (the “Common
      Stock”),
      to be
      purchased pursuant to the terms and subject to the conditions set forth in
      the
      Investment Agreement; and 

    


    Whereas, to
      induce
      the Investor to execute and deliver the Investment Agreement, the Company has
      agreed to provide certain registration rights under the Securities Act of 1933,
      as amended, and the rules and regulations thereunder, or any similar successor
      statute (collectively, the “1933
      Act”),
      and
      applicable state securities laws, with respect to the shares of Common Stock
      issuable pursuant to the Investment Agreement.

    


    Now
      therefore, in consideration of the foregoing promises and the mutual covenants
      contained hereinafter and other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Company and the Investor
      hereby agree as follows: 

    


    Section
      1. DEFINITIONS.

    


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

    


    “Execution
      Date”
means
      the date of this Agreement set forth above.

    


    “Investor”
means
      Dutchess Private Equities Fund, L.P., a Delaware limited
      partnership.

    


    “Person”
means
      a
      corporation, a limited liability company, an association, a partnership, an
      organization, a business, an individual, a governmental or political subdivision
      thereof or a governmental agency. 

    


    “Potential
      Material Event”
means
      any of the following: (i)
      the
      possession by the Company of material information not ripe for disclosure in
      the
      Registration Statement, which shall be evidenced by determinations in good
      faith
      by the Board of Directors of the Company that disclosure of such information
      in
      the Registration Statement would be detrimental to the business and affairs
      of
      the Company, or (ii)
      any
      material engagement or activity by the Company which would, in the good faith
      determination of the Board of Directors of the Company, be adversely affected
      by
      disclosure in the Registration Statement at such time, which determination
      shall
      be accompanied by a good faith determination by the Board of Directors of the
      Company that the Registration Statement would be materially misleading absent
      the inclusion of such information.

    


    “Principal
      Market”
shall
      mean The American Stock Exchange, National Association of Securities Dealer’s,
      Inc., Over-the-Counter electronic bulletin board, the Nasdaq National Market
      or
      The Nasdaq SmallCap Market whichever is the principal market on which the Common
      Stock of the Company is listed. 

     

    “Register,”
      “Registered,”
and
      “Registration”
refer
      to the Registration effected by preparing and filing one (1) or more
      Registration Statements in compliance with the 1933 Act and pursuant to Rule
      415
      under the 1933 Act or any successor rule providing for offering securities
      on a
      continuous basis (“Rule
      415”),
      and
      the declaration or ordering of effectiveness of such Registration Statement(s)
      by the United States Securities and Exchange Commission (the
“SEC”).

     

    
      
         

      

      
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    “Registrable
      Securities”
means
      (i)
      the
      shares of Common Stock issued or issuable pursuant to the Investment Agreement,
      and (ii)
      any
      shares of capital stock issued or issuable with respect to such shares of Common
      Stock, if any, as a result of any stock split, stock dividend, recapitalization,
      exchange or similar event or otherwise, which have not been (x)
      included
      in the Registration Statement that has been declared effective by the SEC,
      or
(y)
      sold
      under circumstances meeting all of the applicable conditions of Rule 144 (or
      any
      similar provision then in force) under the 1933 Act.

    


    “Registration
      Statement”
means
      the registration statement of the Company filed under the 1933 Act covering
      the
      Registrable Securities.

    


    All
      capitalized terms used in this Agreement and not otherwise defined herein shall
      have the same meaning ascribed to them as in the Investment Agreement.


    


    


    Section
      2. REGISTRATION.

    


    (a)
      The
      Company shall, within thirty (30) days of the Execution Date, file with the
      SEC
      the Registration Statement or Registration Statements (as is necessary) on
      Form
      SB-2 (or, if such form is unavailable for such a registration, on such other
      form as is available for such registration), covering the resale of all of
      the
      Registrable Securities, which Registration Statement(s) shall state that, in
      accordance with Rule 416 promulgated under the 1933 Act, such Registration
      Statement also covers such indeterminate number of additional shares of Common
      Stock as may become issuable upon stock splits, stock dividends or similar
      transactions. The Company shall initially register for resale ________
      shares
      of Common Stock which would be issuable on the date preceding the filing of
      the
      Registration Statement based on the closing bid price of the Company’s Common
      Stock on such date and the amount reasonably calculated that represents Common
      Stock issuable to other parties as set forth in the Investment Agreement except
      to the extent that the SEC requires the share amount to be reduced as a
      condition of effectiveness.

    


    (b)
      The
      Company shall use all commercially reasonable efforts to have the Registration
      Statement(s) declared effective by the SEC within one hundred and twenty (120)
      calendar days after the filing of the Registration Statement. 

    


    (c)
      The
      Company agrees not to include any other securities in the Registration Statement
      covering the Registrable Securities without Investor’s prior written consent
      which Investor may withhold in its sole discretion. Furthermore, the Company
      agrees that it will not file any other Registration Statement for other
      securities, until thirty calendar days after the Registration Statement for
      the
      Registrable Securities is declared effective by the SEC.

    


    


    Section
      3. RELATED
      OBLIGATIONS.

    


    At
      such
      time as the Company is obligated to prepare and file the Registration Statement
      with the SEC pursuant to Section 2(a), the Company will effect the registration
      of the Registrable Securities in accordance with the intended method of
      disposition thereof and, with respect thereto, the Company shall have the
      following obligations:


    


    (a)
      The
      Company shall use all commercially reasonable efforts to cause such Registration
      Statement relating to the Registrable Securities to become effective within
      one
      hundred and twenty (120) days after the filing of the Registration Statement
      and
      shall keep such Registration Statement effective until the earlier to occur
      of
      the date on which (A)
      the
      Investor shall have sold all the Registrable Securities; or (B)
      the
      Investor has no right to acquire any additional shares of Common Stock under
      the
      Investment Agreement (the “Registration
      Period”).
      The
      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 light of the circumstances in
      which
      they were made, not misleading. The Company shall use all commercially
      reasonable efforts to respond to all SEC comments within seven (7) business
      days
      from receipt of such comments by the Company. The Company shall use all
      commercially reasonable efforts to cause the Registration Statement relating
      to
      the Registrable Securities to become effective no later than five (5) business
      days after notice from the SEC that the Registration Statement may be declared
      effective. The Investor agrees to provide all information which it is required
      by law to provide to the Company, including the intended method of disposition
      of the Registrable Securities, and the Company’s obligations set forth above
      shall be conditioned on the receipt of such information.

     

    
      
         

      

      
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    (b)
      The
      Company shall 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 such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective during the Registration
      Period, and, during such period, comply with the provisions of the 1933 Act
      with
      respect to the disposition of all Registrable Securities of the Company covered
      by such Registration Statement until such time as all of such Registrable
      Securities shall have been disposed of in accordance with the intended methods
      of disposition by the Investor thereof as set forth in such Registration
      Statement. In the event the number of shares of Common Stock covered by the
      Registration Statement filed pursuant to this Agreement is at any time
      insufficient to cover all of the Registrable Securities, the Company shall
      amend
      such Registration Statement, or file a new Registration Statement (on the short
      form available therefor, if applicable), or both, so as to cover all of the
      Registrable Securities, in each case, as soon as practicable, but in any event
      within thirty (30) calendar days after the necessity therefor arises (based
      on
      the then Purchase Price of the Common Stock and other relevant factors on which
      the Company reasonably elects to rely), assuming the Company has sufficient
      authorized shares at that time, and if it does not, within thirty (30) calendar
      days after such shares are authorized. The Company shall use commercially
      reasonable efforts to cause such amendment and/or new Registration Statement
      to
      become effective as soon as practicable following the filing thereof.


    


    (c)
      The
      Company shall make available to the Investor whose Registrable Securities are
      included in any Registration Statement and its legal counsel without charge
      (i)
      promptly
      after the same is prepared and filed with the SEC at least one (1) copy of
      such
      Registration Statement and any amendment(s) thereto, including financial
      statements and schedules, all documents incorporated therein by reference and
      all exhibits, the prospectus included in such Registration Statement (including
      each preliminary prospectus) and, with regards to such Registration
      Statement(s), any correspondence by or on behalf of the Company to the SEC
      or
      the staff of the SEC and any correspondence from the SEC or the staff of the
      SEC
      to the Company or its representatives; (ii)
      upon the
      effectiveness of any Registration Statement, the Company shall make available
      copies of the prospectus, via EDGAR, included in such Registration Statement
      and
      all amendments and supplements thereto; and (iii)
      such
      other documents, including copies of any preliminary or final prospectus, as
      the
      Investor may reasonably request from time to time in order to facilitate the
      disposition of the Registrable Securities.

     

    (d)
      The
      Company shall use commercially reasonable efforts to (i)
      register
      and qualify the Registrable Securities covered by the Registration Statement
      under such other securities or “blue sky” laws of such states in the United
      States as the Investor reasonably requests; (ii)
      prepare
      and file in those jurisdictions, such amendments (including post-effective
      amendments) and supplements to such registrations and qualifications as may
      be
      necessary to maintain the effectiveness thereof during the Registration Period;
      (iii)
      take
      such other actions as may be necessary to maintain such registrations and
      qualifications in effect at all times during the Registration Period, and
(iv)
      take all
      other actions reasonably necessary or advisable to qualify the Registrable
      Securities for sale in such jurisdictions; provided,
      however,
      that
      the Company shall not be required in connection therewith or as a condition
      thereto to (x)
      qualify
      to do business in any jurisdiction where it would not otherwise be required
      to
      qualify but for this Section 3(d), or (y)
      subject
      itself to general taxation in any such jurisdiction. The Company shall promptly
      notify the Investor who holds Registrable Securities of the receipt by the
      Company of any notification with respect to the suspension of the registration
      or qualification of any of the Registrable Securities for sale under the
      securities or “blue sky” laws of any jurisdiction in the United States or its
      receipt of actual notice of the initiation or threatening of any proceeding
      for
      such purpose.

     

    
      
         

      

      
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    (e)
      As
      promptly as practicable after becoming aware of such event, the Company shall
      notify Investor in writing of the happening of any event as a result of which
      the prospectus included in the Registration Statement, as then in effect,
      includes an untrue statement of a material fact or omission to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading
      (“Registration
      Default”)
      and
      use all diligent efforts to promptly prepare a supplement or amendment to such
      Registration Statement and take any other necessary steps to cure the
      Registration Default (which, if such Registration Statement is on Form S-3,
      may
      consist of a document to be filed by the Company with the SEC pursuant to
      Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to
      be
      incorporated by reference in the prospectus) to correct such untrue statement
      or
      omission, and make available copies of such supplement or amendment to the
      Investor. The Company shall also promptly notify the Investor (i)
      when a
      prospectus or any prospectus supplement or post-effective amendment has been
      filed, and when the Registration Statement or any post-effective amendment
      has
      become effective (the Company will prepare notification of such effectiveness
      which shall be delivered to the Investor on the same day of such effectiveness
      and by overnight mail), additionally, the Company will promptly provide to
      the
      Investor, a copy of the effectiveness order prepared by the SEC once it is
      received by the Company; (ii)
      of any
      request by the SEC for amendments or supplements to the Registration Statement
      or related prospectus or related information, (iii)
      of
      the
      Company’s reasonable determination that a post-effective amendment to the
      Registration Statement would be appropriate, (iv)
      in the
      event the Registration Statement is no longer effective, or
      (v) if
      the
      Registration Statement is stale as a result of the Company’s failure to timely
      file its financials or otherwise. The Company acknowledges that its failure
      to
      cure the Registration Default within ten (10) business days will cause the
      Investor to suffer damages in an amount that will be difficult to ascertain.
      Accordingly, the parties agree that it is appropriate to include a provision
      for
      liquidated damages. The parties acknowledge and agree that the liquidated
      damages provision set forth in this section represents the parties’ good faith
      effort to quantify such damages and, as such, agree that the form and amount
      of
      such liquidated damages are reasonable and will not constitute a penalty. It
      is
      the intention of the parties that interest payable under any of the terms of
      this Agreement shall not exceed the maximum amount permitted under any
      applicable law. If a law, which applies to this Agreement, which sets the
      maximum interest amount, is finally interpreted so that the interest in
      connection with this Agreement exceeds the permitted limits, then: (1)
      any such
      interest shall be reduced by the amount necessary to reduce the interest to
      the
      permitted limit; and (2)
      any sums
      already collected (if any) from the Company which exceed the permitted limits
      will be refunded to the Company. The Investor may choose to make this refund
      by
      reducing the amount that the Company owes under this Agreement or by making
      a
      direct payment to the Company. If a refund reduces the amount that the Company
      owes the Investor, the reduction will be treated as a partial payment.


    


    (f)
      The
      Company shall use all commercially reasonable efforts to prevent the issuance
      of
      any stop order or other suspension of effectiveness of the Registration
      Statement, or the suspension of the qualification of any of the Registrable
      Securities for sale in any jurisdiction and, if such an order or suspension
      is
      issued, to obtain the withdrawal of such order or suspension at the earliest
      possible moment and to notify the Investor holding Registrable Securities being
      sold of the issuance of such order and the resolution thereof or its receipt
      of
      actual notice of the initiation or threat of any proceeding concerning the
      effectiveness of the registration statement.

    


    (g)
      The
      Company shall permit the Investor and one (1) legal counsel, designated by
      the
      Investor, to review and comment upon the Registration Statement and all
      amendments and supplements thereto at least one (1) calendar day prior to their
      filing with the SEC. 

    However,
      any postponement of a filing of a Registration Statement or any postponement
      of
      a request for acceleration or any postponement of the effective date or
      effectiveness of a Registration Statement by written request of the Investor
      (collectively, the "Investor's Delay") shall not act to trigger any penalty
      of
      any kind, or any cash amount due or any in-kind amount due the Investor from
      the
      Company under any and all agreements of any nature or kind between the Company
      and the Investor. The event(s) of an Investor's Delay shall act to suspend
      all
      obligations of any kind or nature of the Company under any and all agreements
      of
      any nature or kind between the Company and the Investor. 

     

    
      
         

      

      
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    (h)
      At the
      request of the Investor, the Company's counsel shall furnish to the Investor
      an
      opinion letter confirming the effectiveness of the registration statement.
      Such
      opinion letter shall be issued as of the date of the effectiveness of the
      registration statement and be in form suitable to the Investor.

    


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

    


    (j)
      The
      Company shall use all commercially reasonable efforts to maintain designation
      and quotation of all the Registrable Securities covered by any Registration
      Statement on the Principal Market. If, despite the Company’s commercially
      reasonable efforts, the Company is unsuccessful in satisfying the preceding
      sentence, it shall use commercially reasonable efforts to cause all the
      Registrable Securities covered by any Registration Statement to be listed on
      each other national securities exchange and automated quotation system, if
      any,
      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 system. The Company shall pay all fees
      and
      expenses in connection with satisfying its obligation under this Section
      3(j).

    


    (k)
      The
      Company shall cooperate with the Investor to facilitate the prompt preparation
      and delivery of certificates representing the Registrable Securities to be
      offered pursuant to the Registration Statement and enable such certificates
      to
      be in such denominations or amounts, as the case may be, as the Investor may
      reasonably request (and after any sales of such Registrable Securities by the
      Investor, such certificates not bearing any restrictive legend).

    


    (l)
      The
      Company shall provide a transfer agent for all the Registrable Securities not
      later than the effective date of the first Registration Statement filed pursuant
      hereto.

    


    (m)
      If
      requested by the Investor, the Company shall (i)
      as soon
      as reasonably practical incorporate in a prospectus supplement or post-effective
      amendment such information as the Investor reasonably determines should be
      included therein relating to the sale and distribution of Registrable
      Securities, including, without limitation, information with respect to the
      offering of the Registrable Securities to be sold in such offering; (ii)
      make all
      required filings of such prospectus supplement or post-effective amendment
      as
      soon as reasonably possible after being notified of the matters to be
      incorporated in such prospectus supplement or post-effective amendment; and
      (iii)
      supplement or make amendments to any Registration Statement if reasonably
      requested by the Investor.

    


    (n)
      The
      Company shall use all commercially reasonable efforts to cause the Registrable
      Securities covered by the applicable Registration Statement to be registered
      with or approved by such other governmental agencies or authorities as may
      be
      necessary to facilitate the disposition of such Registrable
      Securities.

     

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

    


    (p)
      Within
      one (1) business day after the Registration Statement which includes Registrable
      Securities is declared effective by the SEC, the Company shall deliver to the
      transfer agent for such Registrable Securities, with copies to the Investor,
      confirmation that such Registration Statement has been declared effective by
      the
      SEC.

     

    
      
         

      

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

     

    


    Section
      4. OBLIGATIONS
      OF THE INVESTOR.

     

    (a)
      At least
      five (5) calendar days prior to the first anticipated filing date of the
      Registration Statement the Company shall notify the Investor in writing of
      the
      information the Company requires from the Investor for the Registration
      Statement. It shall be a condition precedent to the obligations of the Company
      to complete the registration pursuant to this Agreement with respect to the
      Registrable Securities and the Investor agrees to furnish to the Company that
      information regarding itself, the Registrable Securities and the intended method
      of disposition of the Registrable Securities as shall reasonably be required
      to
      effect the registration of such Registrable Securities and the Investor shall
      execute such documents in connection with such registration as the Company
      may
      reasonably request. The Investor covenants and agrees that, in connection with
      any sale of Registrable Securities by it pursuant to the Registration Statement,
      it shall comply with the “Plan of Distribution” section of the then current
      prospectus relating to such Registration Statement.

    


    (b)
      The
      Investor, by its acceptance of the Registrable Securities, agrees to cooperate
      with the Company as reasonably requested by the Company in connection with
      the
      preparation and filing of any Registration Statement hereunder, unless the
      Investor has notified the Company in writing of an election to exclude all
      of
      the Investor’s Registrable Securities from such Registration Statement.


    


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

    


    (d)The
      Investor may not participate in any underwritten registration hereunder unless
      such Investor (i) agrees to sell such Investor's Registrable Securities on
      the
      basis provided in any underwriting arrangements in usual and customary form
      entered into by the Company, (ii) completes and executes all questionnaires,
      powers of attorney, indemnities, underwriting agreements and other documents
      reasonably required under the terms of such underwriting arrangements, and
      (iii)
      agrees to pay its pro rata share of all underwriting discounts
      and commissions and any expenses in excess of those payable by the Company
      pursuant to Section 5 below.

    


    


    Section
      5. EXPENSES
      OF REGISTRATION.

    


    All
      expenses, other than underwriting discounts and commissions and other than
      as
      set forth in the Investment Agreement, incurred in connection with registrations
      including comments, filings or qualifications pursuant to Sections 2 and 3,
      including, without limitation, all registration, listing and qualifications
      fees, printing and accounting fees, and fees and disbursements of counsel for
      the Company or for the Investor shall be paid by the Company.

     

    
      
         

      

      
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    Section
      6. INDEMNIFICATION.

    


    In
      the
      event any Registrable Securities are included in the Registration Statement
      under this Agreement:


    


    (a)
      To the
      fullest extent permitted by law, the Company, under this Agreement, will, and
      hereby does, indemnify, hold harmless and defend the Investor who holds
      Registrable Securities, the directors, officers, partners, employees, counsel,
      agents, representatives of, and each Person, if any, who controls, any Investor
      within the meaning of the 1933 Act or the Securities Exchange Act of 1934,
      as
      amended (the “1934
      Act”)
      (each,
      an “Indemnified
      Person”),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint
      or several (collectively, “Claims”),
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto (“Indemnified
      Damages”),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i)
      any
      untrue statement or alleged untrue statement of a material fact in the
      Registration Statement or any post-effective amendment thereto or in any filing
      made in connection with the qualification of the offering under the securities
      or other “blue sky” laws of any jurisdiction in which the Investor has requested
      in writing that the Company register or qualify the Shares (“Blue
      Sky Filing”),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which the statements therein were made, not misleading,
      (ii)
      any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      final prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading, or (iii)
      any
      violation or alleged violation by the Company of the 1933 Act, the 1934 Act,
      any
      other law, including, without limitation, any state securities law, or any
      rule
      or regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to the Registration Statement (the matters in the foregoing
      clauses (i) through (iii) being, collectively, “Violations”).
      Subject to the restrictions set forth in Section 6(c) the Company shall
      reimburse the Investor and each such controlling person, promptly as such
      expenses are incurred and are due and payable, for any reasonable legal fees
      or
      other reasonable expenses incurred by them in connection with investigating
      or
      defending any such Claim. Notwithstanding anything to the contrary contained
      herein, the indemnification agreement contained in this Section 6(a):
(i)
      shall
      not apply to a Claim arising out of or based upon a Violation which is due
      to
      the inclusion in the Registration Statement of the information furnished to
      the
      Company by any Indemnified Person expressly for use in connection with the
      preparation of the Registration Statement or any such amendment thereof or
      supplement thereto; (ii)
      shall
      not be available to the extent such Claim is based on (a)
      a
      failure of the Investor to deliver or to cause to be delivered the prospectus
      made available by the Company or (b)
      the
      Indemnified Person’s use of an incorrect prospectus despite being promptly
      advised in advance by the Company in writing not to use such incorrect
      prospectus; (iii)
      any
      claims based on the manner of sale of the Registrable Securities by the Investor
      or of the Investor’s failure to register as a dealer under applicable securities
      laws; (iv)
      any
      omission of the Investor to notify the Company of any material fact that should
      be stated in the Registration Statement or prospectus relating to the Investor
      or the manner of sale; and (v)
      any
      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. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of the Indemnified Person
      and shall survive the resale of the Registrable Securities by the Investor
      pursuant to the Registration Statement.

    


    (b)
      In
      connection with any Registration Statement in which Investor is participating,
      the Investor agrees to severally and jointly indemnify, hold harmless and
      defend, to the same extent and in the same manner as is set forth in Section
      6(a), the Company, each of its directors, each of its officers who signs the
      Registration Statement, each Person, if any, who controls the Company within
      the
      meaning of the 1933 Act or the 1934 Act and the Company’s agents (collectively
      and together with an Indemnified Person, an “Indemnified
      Party”),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
      or
      Indemnified Damages arise out of or are based upon any Violation, in each case
      to the extent, and only to the extent, that such Violation is due to the
      inclusion in the Registration Statement of the written information furnished
      to
      the Company by the Investor expressly for use in connection with such
      Registration Statement; and, subject to Section 6(c), the Investor will
      reimburse any legal or other expenses reasonably incurred by them in connection
      with investigating or defending any such Claim; provided,
      however,
      that
      the indemnity agreement contained in this Section 6(b) and the agreement with
      respect to contribution contained in Section 7 shall not apply to amounts paid
      in settlement of any Claim if such settlement is effected without the prior
      written consent of the Investor, which consent shall not be unreasonably
      withheld; provided, further, however, that the Investor shall only be liable
      under this Section 6(b) for that amount of a Claim or Indemnified Damages as
      does not exceed the net proceeds to such Investor as a result of the sale of
      Registrable Securities pursuant to such Registration Statement. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of such Indemnified Party and shall survive the resale of the
      Registrable Securities by the Investor pursuant to the Registration Statement.
      Notwithstanding anything to the contrary contained herein, the indemnification
      agreement contained in this Section 6(b) with respect to any preliminary
      prospectus shall not inure to the benefit of any Indemnified Party if the untrue
      statement or omission of material fact contained in the preliminary prospectus
      were corrected on a timely basis in the prospectus, as then amended or
      supplemented. This indemnification provision shall apply separately to each
      Investor and liability hereunder shall not be joint and several.

     

    
      
         

      

      
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    (c)
      Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party 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 or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses to
      be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the Indemnified Person or Indemnified Party, the representation
      by
      counsel of the Indemnified Person or Indemnified Party and the indemnifying
      party would be inappropriate due to actual or potential differing interests
      between such Indemnified Person or Indemnified Party and any other party
      represented by such counsel in such proceeding. The indemnifying party shall
      pay
      for only one (1) separate legal counsel for the Indemnified Persons or the
      Indemnified Parties, as applicable, and such counsel shall be selected by the
      Investor, if the Investor are entitled to indemnification hereunder, or the
      Company, if the Company is entitled to indemnification hereunder, as applicable.
      The Indemnified Party or Indemnified Person shall cooperate fully with the
      indemnifying party in connection with any negotiation or defense of any such
      action or Claim by the indemnifying party and shall furnish to the indemnifying
      party all information reasonably available to the Indemnified Party or
      Indemnified Person which relates to such action or Claim. The indemnifying
      party
      shall keep the Indemnified Party or Indemnified Person fully apprised at all
      times as to the status of the defense or any settlement negotiations with
      respect thereto. No indemnifying party shall be liable for any settlement of
      any
      action, claim or proceeding effected without its written consent, provided,
      however, that the indemnifying party shall not unreasonably withhold, delay
      or
      condition its consent. No indemnifying party shall, without the consent of
      the
      Indemnified Party or Indemnified Person, consent to entry of any judgment or
      enter into any settlement or other compromise which does not include as an
      unconditional term thereof the giving by the claimant or plaintiff to such
      Indemnified Party or Indemnified Person of a release from all liability in
      respect to such Claim. Following indemnification as provided for hereunder,
      the
      indemnifying party shall be subrogated to all rights of the Indemnified Party
      or
      Indemnified Person with respect to all third parties, firms or corporations
      relating to the matter for which indemnification has been made. The failure
      to
      deliver written notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action shall not relieve such indemnifying party of
      any
      liability to the Indemnified Person or Indemnified Party under this Section
      6,
      except to the extent that the indemnifying party is prejudiced in its ability
      to
      defend such action.

     

    
      
         

      

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


     

    


    Section
      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:
(i)
      no
      contribution shall be made under circumstances where the maker would not have
      been liable for indemnification under the fault standards set forth in Section
      6; (ii)
      no
      seller of Registrable Securities guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
      from any seller of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (iii)
      contribution
      by any seller of Registrable Securities shall be limited in amount to the net
      amount of proceeds received by such seller from the sale of such Registrable
      Securities.

    


    


    Section
      8. REPORTS
      UNDER THE 1934 ACT.

    


    With
      a
      view to making available to the Investor the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Investor to sell securities of the Company to the public
      without registration (“Rule
      144”),
      provided that the Investor holds any Registrable Securities are eligible for
      resale under Rule 144 (k), the Company agrees to:

    


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

    


    (b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements (it being understood that nothing herein shall
      limit the Company’s obligations under Section 5(c) of the Investment Agreement)
      and the filing of such reports and other documents is required for the
      applicable provisions of Rule 144; and

    


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

    


    


    Section
      9. NO
      ASSIGNMENT OF REGISTRATION RIGHTS.

    


    The
      rights and obligations under this Agreement shall not be
      assignable.

    


    


    Section
      10. AMENDMENT
      OF REGISTRATION RIGHTS.

    


    The
      provisions of this Agreement may be amended only with the written consent of
      the
      Company and Investor. 

     

    
      
         

      

      
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    Section
      11. MISCELLANEOUS.

    


    (a)
      Any
      notices or other communications required or permitted to be given under the
      terms of this Agreement that must be in writing will be deemed to have been
      delivered (i)
      upon
      receipt, when delivered personally; (ii)
      upon
      receipt, when sent by facsimile (provided a confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii)
      one (1)
      day after deposit with a nationally recognized overnight delivery service,
      in
      each case properly addressed to the party to receive the same. The addresses
      and
      facsimile numbers for such communications shall be:

    


    


    If
      to the
      Company:

    


    USCorp

    4535
      W.
      Sahara Ave., Suite 204

    Las
      Vegas, NV 89102

    Telephone:
      (702) 933-4034

    Facsimile:
      (702) 933-4035

    


    If
      to the
      Investor:

    


    Dutchess
      Private Equities Fund, LP

    50
      Commonwealth Ave, Suite 2

    Boston,
      MA 02116

    Telephone:
       617-301-4700

    Facsimile:
       617-249-0947

    


    Each
      party shall provide five (5) business days prior notice to the other party
      of
      any change in address, phone number or facsimile number.

    


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

    


    (c)
      This
      Agreement and the Transaction Documents constitute the entire agreement among
      the parties hereto with respect to the subject matter hereof and thereof. There
      are no restrictions, promises, warranties or undertakings, other than those
      set
      forth or referred to herein and therein.

    


    (d)
      This
      Agreement and the Transaction Documents supersede all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof and thereof.

    


    (e)
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof. Whenever required by the context
      of this Agreement, the singular shall include the plural and masculine shall
      include the feminine. This Agreement shall not be construed as if it had been
      prepared by one of the parties, but rather as if all the parties had prepared
      the same.

    


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

    


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

     

    
      
         

      

      
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    (h)
      In case any provision of this Agreement is held by a court of competent
      jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
      such provision shall be adjusted rather than voided, if possible, so that it
      is
      enforceable to the maximum extent possible, and the validity and enforceability
      of the remaining provisions of this Agreement will not in any way be affected
      or
      impaired thereby.

    


    Section
      12. DISPUTES
      SUBJECT TO ARBITRATION GOVERNED BY MASSACHUSETTS LAW

    


    All
      disputes arising under this agreement shall be governed by and interpreted
      in
      accordance with the laws of the Commonwealth of Massachusetts, without regard
      to
      principles of conflict of laws. The parties to this agreement will submit all
      disputes arising under this agreement to arbitration in Boston, Massachusetts
      before a single arbitrator of the American Arbitration Association (“AAA”). The
      arbitrator shall be selected by application of the rules of the AAA, or by
      mutual agreement of the parties, except that such arbitrator shall be an
      attorney admitted to practice law in the Commonwealth of Massachusetts. No
      party
      to this agreement will challenge the jurisdiction or venue provisions as
      provided in this section. Nothing
      contained herein shall prevent the party from obtaining an
      injunction.

     

    
      
         

      

      
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    SIGNATURE
      PAGE OF REGISTRATION RIGHTS AGREEMENT

    


     

    Your
      signature on this Signature Page evidences your agreement to be bound by the
      terms and conditions of the Investment Agreement and the Registration Rights
      Agreement as of the date first written above. 

     

    The
      undersigned signatory hereby certifies that he has read and understands the
      Registration Rights Agreement, and the representations made by the undersigned
      in this Registration Rights Agreement are true and accurate, and agrees to
      be
      bound by its terms. 

    
 

    
      	
              DUTCHESS
                PRIVATE EQUITIES FUND, L.P.,

              BY
                ITS GENERAL PARTNER,

              DUTCHESS
                CAPITAL MANAGEMENT, LLC 


              


              


              By:
                /s/
                Douglas H. Leighton

              Douglas
                H. Leighton, Managing Member

            


    

    
      


    USCORP

    


    


    By:
      /s/
      Robert Dultz

    Robert
      Dultz, CEO

     

    
      
         

      

      
        12