EXECUTION
COPY

       

      REGISTRATION
RIGHTS AGREEMENT

       

      This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”),
dated as of February 25, 2010 among Game Trading Technologies, Inc. (formerly
City Language Exchange Incorporated), a Delaware corporation (the “Company”), and the undersigned
buyers (each, a “Buyer,”
and collectively, the “Buyers”).

       

      RECITALS

       

      A.           In
connection with the Securities Purchase Agreement by and among the parties
hereto, dated as of February 25, 2010 (the “Securities Purchase
Agreement”), the Company has agreed, upon the terms and subject to the
conditions of the Securities Purchase Agreement, to issue and sell to (1) each
Buyer (i) the Preferred Shares which will be convertible into Conversion Shares
in accordance with the terms of the Preferred Shares, and (ii) the Warrants
which will be exercisable to purchase Warrant Shares in accordance with the
terms of the Warrants, and (2) each Buyer that shall have purchased Preferred
Shares with a Stated Value (as defined in the Certificate of Designation) of at
least $150,000, a Unit Purchase Option to acquire additional (i) Preferred
Shares and (ii) Warrants to acquire additional Warrant Shares.

      


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

      


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

       

      
        	
                1.

              	
                Definitions.

              


      

       

      Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Securities Purchase Agreement.  As used in
this Agreement, the following terms shall have the following
meanings:

       

      (a)           “Business Day” means any day
other than Saturday, Sunday or any other day on which commercial banks in New
York, New York are authorized or required by law to remain closed.

       

      (b)           “Closing Date” shall have the
meaning set forth in the Securities Purchase Agreement.

       

      (c)           “Effective Date” means the date
that the applicable Registration Statement has been declared effective by the
SEC.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (d)           “Effectiveness Deadline” means
(i) with respect to the initial Registration Statement required to be filed to
cover the resale by the Investors of the Registrable Securities the 240th
calendar day after the Closing Date (or the 270th
calendar day after such date in the event that such Registration Statement is
subject to a full review by the SEC), and (b) with respect to any additional
Registration Statements that may be required to be filed by the Company pursuant
to this Agreement, the 90th
calendar day following the date on which the Company was required to file such
additional Registration Statement (or the 120th
calendar day after such date in the event that such Registration Statement is
subject to full review by the SEC).

       

      (e)           “Filing Deadline” means (i)
with respect to the initial Registration Statement required to be filed to cover
the resale by the Investors of the Registrable Securities, the 120th
calendar day after the Closing Date and (ii) with respect to any
additional Registration Statements that may be required to be filed by the
Company pursuant to this Agreement, the date on which the Company was required
to file such additional Registration Statement pursuant to the terms of this
Agreement.

       

      (f)           “Investor” means a Buyer or any
transferee or assignee of any Registrable Securities, Preferred Shares, Warrants
or Unit Purchase Options, as applicable, to whom a Buyer assigns its rights
under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 and any transferee or assignee thereof to
whom a transferee or assignee of any Registrable Securities, Preferred Shares,
Warrants or Unit Purchase Options, as applicable, assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9.

       

      (g)           “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or
agency thereof.

       

      (h)           “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing one or more Registration
Statements in compliance with the Securities Act and pursuant to Rule 415 and
the declaration of effectiveness of such Registration Statement(s) by the
SEC.

       

      (i)           “Registrable Securities” means
(i) the Conversion Shares issued or issuable upon conversion of the
Preferred Shares (including those Preferred Shares receivable upon exercise of
the Unit Purchase Options), (ii) the Warrant Shares issued or issuable upon
exercise of the Warrants (including those Warrants receivable upon exercise of
the Unit Purchase Options) and (iii) any capital stock of the Company issued or
issuable with respect to the Conversion Shares, the Warrant Shares, the
Preferred Shares (including those Preferred Shares receivable upon exercise of
the Unit Purchase Options) or the Warrants (including those Warrants receivable
upon exercise of the Unit Purchase Options), including, without limitation, (1)
as a result of any share split, share dividend, recapitalization, exchange or
similar event or otherwise and (2) shares of capital stock of the Company into
which the shares of Common Stock are converted or exchanged and shares of
capital stock of a Successor Entity (as defined in the Warrants) into which the
shares of Common Stock are converted or exchanged, in each case, without regard
to any limitations on conversion of the Preferred Shares or exercise of the
Warrants.

       

      (j)           “Registration Statement” means
a registration statement or registration statements of the Company filed under
the Securities Act covering the Registrable Securities.


      
        
           


        

        
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      (k)           “Required Holders” means the
holders of at least a majority of the Registrable Securities.

       

      (l)           “Required Registration Amount”
means 100% of the sum of (i) the maximum number of Conversion Shares issued and
issuable pursuant to the Preferred Shares (including those Preferred Shares
receivable upon exercise of the Unit Purchase Options) and (ii) the maximum
number of Warrant Shares issued and issuable pursuant to the Warrants (including
those Warrants receivable upon exercise of the Unit Purchase Options) as of the
Trading Day immediately preceding the applicable date of determination (without
taking into account any limitations on the conversion of the Preferred Shares,
or the exercise of the Warrants set forth therein), all subject to adjustment as
provided in Section 2(d) hereof.

       

      (m)           “Rule 144” means Rule 144
promulgated by the SEC under the Securities Act or any other similar or
successor rule or regulation of the SEC that may at any time permit the
Investors to sell securities of the Company to the public without
registration.

       

      (n)           “Rule 415” means Rule 415
promulgated by the SEC under the Securities Act or any successor rule providing
for offering securities on a continuous or delayed basis.

       

      (o)           “SEC” means the U.S. Securities
and Exchange Commission.

       

      (p)           “SEC Guidance” means (i) any
publicly-available written or oral guidance, comments, requirements or requests
of the SEC staff and (ii) the Securities Act.

       

      
        	
                2.

              	
                Registration.

              


      

       

      (a)           Mandatory
Registration.  The Company shall prepare and, as soon as
practicable, but in no event later than the Filing Deadline, file with the SEC a
Registration Statement on Form S-1 covering the resale of all of the Registrable
Securities (provided, that in the
event that Form S-3 is available for such a registration, the Company shall
instead use such form). The Registration Statement prepared pursuant hereto
shall register for resale at least the number of shares of Common Stock equal to
the Required Registration Amount as of the date such Registration Statement is
initially filed with the SEC. The Registration Statement shall contain (except
if otherwise directed by the Required Holders) the “Plan of Distribution”
section in substantially the form attached hereto as Exhibit
B.  The Company shall use its best efforts to have such
Registration Statement declared effective by the SEC as soon as practicable, but
in no event later than the Effectiveness Deadline.  By 9:30 a.m.,
Eastern time, on the Business Day immediately following the Effective Date of
the applicable Registration Statement, the Company shall file with the SEC in
accordance with Rule 424 under the Securities Act the final prospectus to be
used in connection with sales pursuant to such Registration Statement.
Notwithstanding anything to the contrary contained in this Agreement, other than
during an Allowable Grace Period, the Company shall ensure that, when filed and
at all times while effective, each Registration Statement and the prospectus
used in connection with such Registration Statement will disclose (whether
directly or through incorporation by reference to other SEC filings to the
extent permitted) all material information regarding the Company and its
securities.  In no event shall the Company include any securities
other than Registrable Securities on any Registration Statement without the
prior written consent of the Required Holders.  The Company shall not
after the date hereof until the Effective Date of the Registration Statement
required to be filed pursuant to this Section 2(a) enter into any agreement
providing any such right to any of its security holders.


      
        
           


        

        
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      (b)           Legal
Counsel.  Subject to Section 5 hereof, the Required Holders
shall have the right to select one (1) legal counsel to review and oversee,
solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall
be Greenberg Traurig, LLP or such other counsel as thereafter designated by the
Required Holders.

       

      (c)           Ineligibility for Form
S-3. In the event that Form S-3 is not initially available for the
registration of the resale of Registrable Securities hereunder, the Company
shall undertake to register the Registrable Securities on Form S-3 as soon as
such form is available, provided that the
Company shall maintain the effectiveness of the Registration Statement then in
effect until such time as a Registration Statement on Form S-3 covering the
Registrable Securities has been declared effective by the SEC.

       

      (d)           Sufficient Number of Shares
Registered. In the event the number of shares available under a
Registration Statement filed pursuant to Section 2(a) is insufficient to cover
all of the Registrable Securities required to be covered by such Registration
Statement, the Company shall use its best efforts to file subsequent
Registration Statements during the Registration Period (as defined below) to
register the Registrable Securities that were not registered in the initial
Registration Statement as promptly as possible and in a manner permitted in
accordance with SEC Guidance. The Company shall use its best efforts to cause
such new Registration Statement to become effective as soon as practicable
following the filing thereof.  For purposes of this Section 2(d), the
earliest date with respect to each subsequent Registration Statement filed
pursuant hereto, shall be no sooner than the later of (i) sixty (60) days
following the sale of substantially all of the Registrable Securities included
in the initial Registration Statement or any subsequent Registration Statement
and (ii) six (6) months following the effective date of the initial Registration
Statement or any subsequent Registration Statement, as applicable, or such
earlier date as permitted in accordance with SEC Guidance.


      
        
           


        

        
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      (e)           Effect of Failure to File
and Obtain and Maintain Effectiveness of Registration
Statement.  If (i) a Registration Statement covering the resale
of all of the Registrable Securities required to be covered thereby and required
to be filed by the Company pursuant to this Agreement is (A) not filed with the
SEC on or before the Filing Deadline (a “Filing Failure”) (it being
understood that if the Company files a Registration Statement without affording
each Investor the opportunity to review and comment on the same as required by
Section 3(c) hereof, the Company shall not be deemed to have satisfied this
clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not
declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”) (it
being understood that if on the Business Day immediately following the Effective
Date the Company shall not have filed a “final” prospectus for such Registration
Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above
(whether or not such a prospectus is technically required by such rule), the
Company shall not be deemed to have satisfied this clause (i)(B) and such event
shall be deemed to be an Effectiveness Failure subject to any limitation imposed
by the SEC), (ii) on any day after the Effective Date of such Registration
Statement sales of all of the Registrable Securities required to be included on
such Registration Statement cannot be made (other than during an Allowable Grace
Period (as defined in Section 3(p)) pursuant to such Registration Statement
(including, without limitation, because of a failure to keep such Registration
Statement effective, to disclose such information as is necessary for sales to
be made pursuant to such Registration Statement, a suspension or delisting of
(or a failure to timely list) the shares of Common Stock on its principal
trading market or exchange, or to register a sufficient number of shares of
Common Stock) (a “Maintenance
Failure”), or (iii) after the expiration of the Registration Period (as
defined below), but prior to such time as the Buyers shall no longer hold any
Registrable Securities, the Company fails to file with the SEC any required
reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), such that it is not in compliance with Rule 144(c)(1) (a “Current Public Information
Default”) as a result of which any of the Buyers are unable to sell all
Registrable Securities without restriction under Rule 144 (including, without
limitation, volume restrictions), then, as partial relief for the damages to any
holder by reason of any such delay in or reduction of its ability to sell the
underlying shares of Common Stock (which remedy shall not be exclusive of any
other remedies available at law or in equity), the Company shall pay to each
holder of Registrable Securities relating to such Registration Statement an
amount in cash equal to two percent (2%) of the aggregate purchase price paid by
such Buyer pursuant to the Purchase Agreement for any unregistrered Registrable
Securities then held by such Buyer, (1) on the date of such Filing Failure,
Effectiveness Failure, Maintenance Failure or Current Public Information
Default, as applicable, and (2) on every thirty (30) day anniversary of (I) a
Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure
until such Effectiveness Failure is cured; (III) a Maintenance Failure until
such Maintenance Failure is cured; and (IV) a Current Public Information Default
until the earlier of (i) the date such Current Public Information Default is
cured and (ii) such time that such public information is no longer required
pursuant to Rule 144 (in each case, pro rated for the number of days during
periods totaling less than thirty (30) days). The payments to which a holder
shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.”
Notwithstanding the foregoing, in no event shall (I) the aggregate of all
Registration Delay Payments exceed $[_____]1.  Following
the initial Registration Delay Payment for any particular event or failure
(which shall be paid on the date of such event or failure, as set forth above),
without limiting the foregoing, if an event or failure giving rise to the
Registration Delay Payments is cured prior to any thirtieth (30th) day
anniversary of such event or failure, then such Registration Delay Payment shall
be made on the fifth (5th)
Business Day after such cure. In the event the Company fails to make
Registration Delay Payments in a timely manner in accordance with the foregoing,
such Registration Delay Payments shall bear interest at the rate of one percent
(1.0%) per month (pro rated for the number of days during partial months) until
paid in full.  Notwithstanding anything contained in this Agreement,
the Company will not be liable for Registration Delay Payments for any delay in
registration of the Registrable Securities in the event that such delay is due
to any comment from the SEC that limits the amount of Registrable Securities
that may be included in any Registration Statement.

      

        
          


      

      
        1 12% of
total purchase price of Preferred Shares, Warrants and Unit Purchase Options
under the Securities Purchase Agreement.

      


      
        
           


        

        
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      (f)           Offering.
Notwithstanding anything to the contrary contained in this Agreement, but
subject to the payment of the Registration Delay Payments pursuant to Section
2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to
characterize any offering pursuant to a Registration Statement filed
pursuant to this Agreement as constituting an offering of securities by or
on behalf of the Company, or in any other manner, such that the Staff
or the SEC do not permit such Registration Statement to become
effective and used for resales in a manner that does not constitute such an
offering and that permits the continuous resale at the market by the Investors
participating therein (or as otherwise may be acceptable to each
Investor) without being named therein as an “underwriter,” then the Company
shall reduce the number of shares to be included in such Registration Statement
by all Investors until such time as the Staff and the SEC shall so permit
such Registration Statement to become effective as aforesaid. In making
such reduction, the Company shall reduce the number of shares to be included by
all Investors on a pro rata basis (based upon the number of Registrable
Securities otherwise required to be included for each Investor) unless the
inclusion of shares by a particular Investor or a particular set of Investors
are resulting in the Staff’s or the SEC’s “by or on behalf of the Company”
offering position, in which event the shares held by such Investor or set of
Investors shall be the only shares subject to reduction (and if by a set of
Investors on a pro rata basis by such Investors or on such other basis as would
result in the exclusion of the least number of shares by all such
Investors).  With respect to such reduction, the Company shall reduce the
number of Warrant Shares issued or issuable upon exercise of the Warrants
(including those Warrants receivable upon exercise of the Unit Purchase Options)
and the number of Conversion Shares issued or issuable upon conversion of the
Preferred Shares (including those Preferred Shares receivable upon exercise of
the Unit Purchase Options) on a pro rata basis.  In
addition, in the event that the Staff or the SEC requires any Investor seeking
to sell securities under a Registration Statement filed pursuant to this
Agreement to be specifically identified as an “underwriter” in
order to permit such Registration Statement to become effective, and such
Investor does not consent to being so named as an underwriter in such
Registration Statement, then, in each such case, the Company shall
reduce the total number of Registrable Securities to be registered on behalf
of such Investor, until such time as the Staff or the SEC does
not require such identification or until such Investor accepts such
identification and the manner thereof. Any reduction pursuant to this
paragraph will first reduce all Registrable Securities other than those
issued pursuant to the Securities Purchase Agreement. In the event of
any reduction in Registrable Securities pursuant to this paragraph, an
affected Investor shall have the right to require, upon delivery of a written
request to the Company signed by such Investor, the Company to file a
registration statement within thirty (30) days after such request (subject to
any restrictions imposed by Rule 415 or required by the Staff, SEC
Guidance or the SEC) for resale by such Investor in a manner acceptable to such
Investor, and the Company shall following such request cause to be and keep
effective such registration statement in the same manner as otherwise
contemplated in this Agreement for registration statements hereunder,
in each case until such time as: (i) all Registrable Securities held by such
Investor have been registered and sold pursuant to an effective
Registration Statement in a manner acceptable to such Investor, (ii) all
Registrable Securities may be resold by such Investor without restriction
(including volume limitations) pursuant to Rule 144 (taking into account any
Staff position with respect to “affiliate” status), or (iii) such Investor
agrees to be named as an underwriter in any such Registration Statement in a
manner acceptable to such Investor as to all Registrable Securities held by such
Investor and that have not theretofore been included in a Registration Statement
under this Agreement (it being understood that the special demand right under
this sentence may be exercised by an Investor multiple times and with respect to
limited amounts of Registrable Securities in order to permit the resale thereof
by such Investor as contemplated above).


      
        
           


        

        
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      (g)           Piggyback
Registrations. If, at any time during the Registration Period there is
not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the SEC a
registration statement relating to an offering for its own account or the
account of other security holders under the Securities Act of any of its equity
securities (other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the Company’s stock option,
incentive compensation or other employee benefit plans), then the Company shall
deliver to each Investor a written notice of such determination and, if within
fifteen (15) days after the date of the delivery of such notice, any such
Investor shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Investor requests to be registered, subject to any limitation imposed by SEC
Guidance.

       

      (h)           Allocation of Registrable
Securities. The initial number of Registrable Securities included in any
Registration Statement and any increase in the number of Registrable Securities
included therein shall be allocated pro rata among the Investors based on the
number of Registrable Securities held by each Investor at the time the
Registration Statement covering such initial number of Registrable Securities or
increase thereof is declared effective by the SEC. In the event that an Investor
sells or otherwise transfers any of such Investor’s Registrable Securities, each
transferee that becomes an Investor shall be allocated a pro rata portion of the
then-remaining number of Registrable Securities included in such Registration
Statement for such transferor. Any shares of Common Stock included in a
Registration Statement and which remain allocated to any Person which ceases to
hold any Registrable Securities covered by such Registration Statement shall be
allocated to the remaining Investors, pro rata based on the number of
Registrable Securities then held by such Investors which are covered by such
Registration Statement.

       

      
        	
                3.

              	
                Related
      Obligations.

              


      

       

      The
Company shall use its best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and,
pursuant thereto, the Company shall have the following
obligations:


      (a)           The
Company shall promptly prepare and file with the SEC a Registration Statement
with respect to the Registrable Securities (but in no event later than the
Filing Deadline) and use its best efforts to cause such Registration Statement
relating to the Registrable Securities to become effective as soon as
practicable after such filing (but in no event later than the Effectiveness
Deadline). Subject to allowable Grace Periods (as defined below), the Company
shall keep each Registration Statement effective pursuant to Rule 415 for sale
on a continuous basis in an at-the-market offering at all times until the
earlier of (i) the date as of which all of the Investors may sell all of the
Registrable Securities required to be covered by such Registration Statement
without restriction pursuant to Rule 144 and without the need for current public
information as required thereunder or (ii) the date on which the Investors shall
have sold all of the Registrable Securities covered by such Registration
Statement (the “Registration
Period”). The Company shall ensure that each 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 case of prospectuses, in the light of the
circumstances in which they were made) not misleading.  The Company
shall submit to the SEC, within two (2) Business Days after the later of the
date that (i) the Company learns that no review of a particular Registration
Statement will be made by the Staff or that the Staff has no further comments on
a particular Registration Statement (as the case may be) and (ii) the approval
of Legal Counsel is obtained pursuant to Section 3(c) (which approval shall be
immediately sought), a request for acceleration of effectiveness of such
Registration Statement to a time and date not later than 48 hours after the
submission of such request.

       

      
        
          
          

        

        
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      (b)           Subject
to Section 3(p) of this Agreement, the Company shall prepare and file with the
SEC such amendments (including post-effective amendments) and supplements to a
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 Securities Act, as may be necessary to keep such
Registration Statement effective at all times during the Registration Period,
and, during such period, comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities of the Company required
to be 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 seller or sellers thereof as set forth in
such Registration Statement. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company filing a
report on Form 10-Q or Form 10-K or any analogous report under the Exchange Act,
the Company shall have incorporated such report by reference into such
Registration Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the Exchange Act report is
filed which created the requirement for the Company to amend or supplement such
Registration Statement.

       

      (c)           The
Company shall (A) permit Legal Counsel to review and comment upon (i) each
Registration Statement at least three (3) Business Days prior to its filing with
the SEC and (ii) all amendments and supplements to all Registration Statements
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and any similar or successor reports) within three (3)
Business Days prior to their filing with the SEC, and (B) not file any
Registration Statement or amendment or supplement thereto in a form to which
Legal Counsel reasonably objects in good faith, provided, that the
Company is notified of such objection in writing no later than two (2) Business
Days after Legal Counsel have been so furnished copies of a Registration
Statement or all amendments and supplements to all Registration Statements
thereto. The Company shall not submit a request for acceleration of the
effectiveness of a Registration Statement or any amendment or supplement thereto
without the prior approval of Legal Counsel, which consent shall not be
unreasonably withheld or delayed.  The Company shall furnish to Legal
Counsel, without charge, (i) copies of any correspondence from the SEC or the
Staff to the Company or its representatives relating to any Registration
Statement, provided that such
correspondence shall not contain any material, non-public information regarding
the Company or any of its Subsidiaries, (ii) promptly after the same is
prepared and filed with the SEC, one (1) copy of any Registration Statement and
any amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference, if requested by an Investor, and
all exhibits and (iii) upon the effectiveness of any Registration
Statement, one (1) copy of the prospectus included in such Registration
Statement and all amendments and supplements thereto provided, that any such
item which is available on the EDGAR system need not be in physical
form.


      
        
           


        

        
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      (d)           The
Company shall furnish to each Investor whose Registrable Securities are included
in any Registration Statement, without charge, (i) promptly after the same is
prepared and filed with the SEC, at least one (1) copy of any Registration
Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by an
Investor, all exhibits and each preliminary prospectus, (ii) upon the
effectiveness of any Registration Statement, one (1) copy of the prospectus
included in such Registration Statement and all amendments and supplements
thereto (or such other number of copies as such Investor may reasonably request
from time to time) and (iii) such other documents, including copies of any
preliminary or final prospectus, as such Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor provided, that any such item which is
available on the EDGAR system need not be furnished in physical
form.

       

      (e)           The
Company shall use its best efforts to (i) register and qualify, unless an
exemption from registration and qualification applies, the resale by Investors
of the Registrable Securities covered by a Registration Statement under such
other securities or “blue sky” laws of all applicable jurisdictions in the
United States, (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(e), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of
process in any such jurisdiction.  The Company shall promptly notify
Legal Counsel and each 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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      (f)           The
Company shall notify Legal Counsel and each Investor in writing of the happening
of any event, as promptly as practicable after becoming aware of such event, as
a result of which the prospectus included in a 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 the light of the circumstances under which they were
made, not misleading (provided, that in no
event shall such notice contain any material, non-public information regarding
the Company or any of its Subsidiaries), and, subject to Section 3(p), promptly
prepare a supplement or amendment to such Registration Statement to correct such
untrue statement or omission and deliver one (1) copy of such supplement or
amendment to Legal Counsel, and each Investor (or such other number of copies as
Legal Counsel or such Investor may reasonably request) provided, that any such
item which is available on the EDGAR system need not be furnished in physical
form. The Company shall also promptly notify Legal Counsel and each Investor in
writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be
delivered to Legal Counsel and each Investor by facsimile or e-mail on the same
day of such effectiveness and by overnight mail), and when the Company receives
written notice from the SEC that a Registration Statement or any post-effective
amendment will be reviewed by the SEC, (ii) of any request by the SEC for
amendments or supplements to a Registration Statement or related prospectus or
related information, and (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be
appropriate.

       

      (g)           The
Company shall use its best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a 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 Legal Counsel and each Investor who holds 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 for such
purpose.

       

      (h)           If
any Investor may be required under applicable securities law to be described in
a Registration Statement as an underwriter and such Investor consents to so
being named an underwriter, at the request of any Investor, the Company shall
furnish to such Investor, on the date of the effectiveness of such Registration
Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company’s independent
registered public accounting firm in form and substance as is customarily given
by independent registered public accounting firms to underwriters in an
underwritten public offering, addressed to the Investors, and (ii) an opinion,
dated as of such date, of counsel representing the Company for purposes of such
Registration Statement, in form, scope and substance as is customarily given in
an underwritten public offering, addressed to the Investors.

       

      (i)           The
Company shall hold in confidence and not make any disclosure of information
concerning an Investor provided to the Company unless (i) disclosure of such
information is necessary to comply with federal or state securities laws, (ii)
the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement or is otherwise required
to be disclosed in the Registration Statement pursuant to the Securities Act,
(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
Transaction Document. The Company agrees that it shall, upon learning that
disclosure of such information concerning an Investor is sought in or by a court
or governmental body of competent jurisdiction or through other means, give
prompt written notice to such Investor and allow such Investor, at the
Investor’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      (j)           Without
limiting any obligation of the Company under the Securities Purchase Agreement,
the Company shall use its best efforts either to (i) cause all of the
Registrable Securities covered by a Registration Statement to be listed on each
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 and quotation of all of the Registrable Securities covered by a
Registration Statement on The Nasdaq Capital or Nasdaq Global Market provided
the Company meets all of the qualifications for listing on such exchange, or
(iii) if, despite the Company’s best efforts to satisfy the preceding clauses
(i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i)
or (ii), without limiting the generality of the foregoing, to use its best
efforts to arrange for at least two market makers to register with the Financial
Industry Regulatory Authority as such with respect to such Registrable
Securities. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3(k).

       

      (k)           The
Company shall cooperate with the Investors who hold Registrable Securities being
offered and, to the extent applicable, facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts (as the case may
be) as the Investors may reasonably request from time to time and registered in
such names as the Investors may request.

       

      (l)         
  If requested by an Investor, the Company shall as soon as
practicable after receipt of notice from such Investor and subject to Section
3(p) hereof, (i) incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included
therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of
Registrable Securities being offered or sold, the purchase price being paid
therefor and any other terms of 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 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 an Investor holding any Registrable Securities.

       

      (m)          The
Company shall use its best efforts to cause the Registrable Securities covered
by a Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities.

       

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

       

      (o)           Within
one (1) Business Day after a Registration Statement which covers Registrable
Securities is declared effective by the SEC, the Company shall deliver, and
shall cause legal counsel for the Company to deliver, to the transfer agent for
such Registrable Securities (with copies to the Investors whose Registrable
Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit
A.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      (p)           Notwithstanding
anything to the contrary contained herein (but subject to the last sentence of
this Section 3(p)), at any time after the Effective Date of the applicable
Registration Statement, the Company may delay the disclosure of material,
non-public information concerning the Company or any of its Subsidiaries the
disclosure of which at the time is not, in the good faith opinion of the Board
of Directors of the Company, in the best interest of the Company and, in the
opinion of counsel to the Company, otherwise required (a “Grace Period”); provided, that the
Company shall promptly (i) notify the Investors in writing of the existence of
material, non-public information giving rise to a Grace Period (provided, that in
each notice the Company will not disclose the content of such material,
non-public information to the Investors) and the date on which the Grace Period
will begin, and (ii) notify the Investors in writing of the date on which
the Grace Period ends; and, provided, further, that no
Grace Period shall exceed ten (10) consecutive days and during any three hundred
sixty five (365) day period such Grace Periods shall not exceed an aggregate of
thirty (30) days and the first day of any Grace Period must be at least five (5)
Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”);
provided, that
no Allowable Grace Period may exist during the first sixty (60) Business Days
after the Effective Date of the applicable Registration Statement. For purposes
of determining the length of a Grace Period above, the Grace Period shall begin
on and include the date the Investors receive the notice referred to in clause
(i) and shall end on and include the later of the date the Investors receive the
notice referred to in clause (ii) and the date referred to in such notice. The
provisions of Section 3(g) hereof shall not be applicable during the period of
any Allowable Grace Period. Upon expiration of each Grace Period, the Company
shall again be bound by the first sentence of Section 3(f) with respect to the
information giving rise thereto unless such material, non-public information is
no longer applicable.

       

      (q)           The
Company shall use its best efforts to obtain and maintain eligibility for use of
Form S-3 (or any successor form thereto) for the registration of the resale of
the Registrable Securities.

       

      
        	
                4.

              	
                Obligations of the
      Investors.

              


      

       

      (a)           At
least five (5) Business Days prior to the first anticipated filing date of a
Registration Statement, each Buyer agrees to furnish to the Company a completed
questionnaire in the form attached to this Agreement as Exhibit C (a “Selling Stockholder
Questionnaire”) on a date that is not less than two (2) Trading Days
prior to the Filing Date or by the end of the second (2nd)
Trading Day following the date on which such Holder receives draft materials in
accordance with this Section.

       

      (b)           Each
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 any Registration Statement hereunder, unless
such Investor has notified the Company in writing of such Investor’s election to
exclude all of such Investor’s Registrable Securities from such Registration
Statement.


      (c)           Each
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 the first
sentence of Section 3(f), such Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering
such Registrable Securities until such Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(g) or the first
sentence of Section 3(f) or receipt of notice that no supplement or amendment is
required.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (d)           Each
Investor covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

       

      
        	
                5.

              	
                Expenses of
      Registration.

              


      

       

      All
reasonable expenses, other than underwriting discounts and commissions, incurred
in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company shall be paid by the Company.  The Company
shall also reimburse Legal Counsel for its reasonable fees and disbursements in
connection with registration, filing or qualification pursuant to Sections 2 and
3 of this Agreement which amount shall be limited to $15,000.

       

      
        	
                6.

              	
                Indemnification.

              


      

       

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

       

      (a)           To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend each Investor, the directors, officers,
members, partners, employees, agents, representatives of, and each Person, if
any, who controls any Investor within the meaning of the Securities Act or the
Exchange Act (each, an “Indemnified Person”), against
any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, reasonable 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 a 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 Registrable Securities are offered (“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 not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange 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 a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, “Violations”). Subject to
Section 6(b), the Company shall reimburse the Indemnified Persons, promptly as
such expenses are incurred and are due and payable, for any 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 by an Indemnified Person 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 such Indemnified Person for such
Indemnified Person expressly for use in connection with the preparation of such
Registration Statement or any such amendment thereof or supplement thereto and
(ii) shall not be available to the extent such Claim is based on a failure of
the Investor to deliver or to cause to be delivered the prospectus made
available by the Company (to the extent applicable), including a corrected
prospectus, if such prospectus or corrected prospectus was timely made available
by the Company pursuant to Section 3(d) and then only if, and to the extent
that, following the receipt of the corrected prospectus no grounds for such
Claim would have existed; and (iii) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld or
delayed. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of any of the Registrable Securities by any of the Investors
pursuant to Section 9.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      (b)           In
connection with any Registration Statement in which an Investor is
participating, such Investor agrees to severally and not 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 and each Person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act (each, an
“Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become
subject, under the Securities Act, the Exchange 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 occurs
in reliance upon and in conformity with written information furnished to the
Company by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(b), such Investor will reimburse any legal
or other expenses reasonably incurred by an Indemnified Party 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 such Investor, which consent shall not be unreasonably
withheld or delayed; provided, further, however, that such
Investor shall be liable under this Section 6(b) for only 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 transfer of any of the Registrable Securities by any of the
Investors pursuant to Section 9.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (c)           Promptly
after receipt by an Indemnified Person or Indemnified Party (as the case may be)
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 (as the case may be) 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 (as the case may be) shall have the
right to retain its own counsel with the fees and expenses of such counsel to be
paid by the indemnifying party if: (i) the indemnifying party has agreed in
writing to pay such fees and expenses; (ii) the indemnifying party shall have
failed promptly to assume the defense of such Claim and to employ counsel
reasonably satisfactory to such Indemnified Person or Indemnified Party (as the
case may be) in any such Claim; or (iii) the named parties to any such Claim
(including any impleaded parties) include both such Indemnified Person or
Indemnified Party (as the case may be) and the indemnifying party, and such
Indemnified Person or such Indemnified Party (as the case may be) shall have
been advised by counsel that a conflict of interest is likely to exist if the
same counsel were to represent such Indemnified Person or such Indemnified Party
and the indemnifying party (in which case, if such Indemnified Person or such
Indemnified Party (as the case may be) notifies the indemnifying party in
writing that it elects to employ separate counsel at the expense of the
indemnifying party, then the indemnifying party shall not have the right to
assume the defense thereof and such counsel shall be at the expense of the
Indemnifying Party, provided, further, that in the
case of clause (iii) above the indemnifying party shall not be responsible for
the reasonable fees and expenses of more than one (1) separate legal counsel for
such Indemnified Person or Indemnified Party (as the case may be). The
Indemnified Party or Indemnified Person (as the case may be) shall reasonably
cooperate 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 (as the case may be) which relates to
such action or Claim. The indemnifying party shall keep the Indemnified Party or
Indemnified Person (as the case may be) reasonably 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 prior written consent; provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its
consent.  No indemnifying party shall, without the prior written
consent of the Indemnified Party or Indemnified Person (as the case may be),
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 (as
the case may be) of a release from all liability in respect to such Claim or
litigation, and such settlement shall not include any admission as to fault on
the part of the Indemnified Party. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person (as the case may be) 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 (as the case may be) under this Section
6, except to the extent that the indemnifying party is materially and adversely
prejudiced in its ability to defend such action.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      (d)           No
Person involved in the sale of Registrable Securities who is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) in connection with such sale shall be entitled to
indemnification from any Person involved in such sale of Registrable Securities
who is not guilty of fraudulent misrepresentation.

       

      (e)           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 and
when bills are received or Indemnified Damages are incurred.

       

      (f)           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.

       

      
        	
                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 of this
Agreement 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
hereof, (ii) no Person involved in the sale of Registrable Securities which
Person is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) in connection with such sale shall be entitled to
contribution from any Person involved in such sale 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
pursuant to such Registration Statement. Notwithstanding the provisions of this
Section 7, no Investor shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the net proceeds actually received by
such Investor from the sale of the Registrable Securities subject to the Claim
exceeds the amount of any damages that such Investor has otherwise been required
to pay, or would otherwise be required to pay under Section 6(b), by reason of
such untrue or alleged untrue statement or omission or alleged
omission.

       

      
        	
                8.

              	
                Reports Under the
      Exchange Act.

              


      

       

      With a
view to making available to the Investors the benefits of Rule 144, the Company
agrees to:

       

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

       

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


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      (c)           furnish
to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company, if true, that it has
complied with the reporting requirements of Rule 144 and the Exchange 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 with the SEC if such reports
are not publicly available via EDGAR, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant to
Rule 144 without registration.

       

      
        	
                9.

              	
                Assignment of
      Registration Rights.

              


      

       

      The
rights under this Agreement shall be automatically assignable by the Investors
to any transferee of all or any portion of such Investor’s Registrable
Securities if: (i) the Investor agrees in writing with the transferee or
assignee to assign such rights, and a copy of such agreement is furnished to the
Company within a reasonable time after such assignment; (ii) the Company is,
within a reasonable time after such transfer or assignment, furnished with
written notice of (a) the name and address of such transferee or assignee, and
(b) the securities with respect to which such registration rights are being
transferred or assigned; (iii) immediately following such transfer or assignment
the further disposition of such securities by the transferee or assignee is
restricted under the Securities Act or applicable state securities laws if so
required; (iv) at or before the time the Company receives the written notice
contemplated by clause (ii) of this sentence the transferee or assignee agrees
in writing with the Company to be bound by all of the provisions contained
herein; (v) such transfer shall have been made in accordance with the applicable
requirements of the Securities Purchase Agreement; and (vi) such transfer shall
have been conducted in accordance with all applicable federal and state
securities laws.

       

      
        	
                10.

              	
                Amendment of
      Registration Rights.

              


      

       

      Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Required
Holders, provided, that any
Investor may give a waiver in writing as to itself. Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each Investor
and the Company. No such amendment or waiver (unless given pursuant to the
foregoing proviso) shall be effective to the extent that it applies to less than
all of the holders of the Registrable Securities. No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of
any provision of this Agreement unless the same consideration is also offered to
all of the parties to this Agreement.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                11.

              	
                Miscellaneous.

              


      


      (a)           The
obligations of each Investor under this Agreement and the other Transaction
Documents are several and not joint with the obligations of any other Investor,
and no Investor shall be responsible in any way for the performance of the
obligations of any other Investor under this Agreement or any other Transaction
Document. Nothing contained herein or in any other Transaction Document, and no
action taken by any Investor pursuant hereto or thereto, shall be deemed to
constitute the Investors as, and the Company acknowledges that the Investors do
not so constitute, a partnership, an association, a joint venture or any other
kind of group or entity, or create a presumption that the Investors are in any
way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by the Transaction Documents or any matters,
and the Company acknowledges that the Investors are not acting in concert or as
a group, and the Company shall not assert any such claim, with respect to such
obligations or the transactions contemplated by this Agreement or any of the
other the Transaction Documents. Each Investor shall be entitled to
independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of any other Transaction Documents,
and it shall not be necessary for any other Investor to be joined as an
additional party in any proceeding for such purpose. The use of a single
agreement with respect to the obligations of the Company contained was solely in
the control of the Company, not the action or decision of any Investor, and was
done solely for the convenience of the Company and not because it was required
or requested to do so by any Investor.  It is expressly understood and
agreed that each provision contained in this Agreement and in each other
Transaction Document is between the Company and an Investor, solely, and not
between the Company and the Investors collectively and not between and among
Investors.

       

      (b)           Solely
for purposes of this Agreement, a Person is deemed to be a holder of Registrable
Securities whenever such Person owns or is deemed to own of record such
Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from such record owner of such Registrable
Securities.

       

      (c)           Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
(iii) with respect to Section 3(c), by electronic mail (provided confirmation of
transmission is electronically generated and kept on file by the sending party);
or (iv) one (1) Business Day after deposit with a nationally recognized
overnight delivery service with next day delivery specified, 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:

       

      Game
Trading Technologies, Inc.

      10957
McCormick Road

      Hunt
Valley, Maryland 21031

      Telephone:  (410)
316-9900

      Facsimile:  (443)
638-0255

      Attention:  Mr.
Todd Hays, President and CEO


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

      


      With a
copy (for informational purposes only) to:

       

      Sichenzia
Ross Friedman Ference LLP

      61
Broadway, 32nd Floor

      New York,
New York 10006

      Telephone:  (212)
930-9700

      Facsimile:  (212)
930-9725

      Attention:  Gregory
Sichenzia, Esq.

       

      If to the
Transfer Agent:

       

      Island
Stock Transfer

      100
Second Avenue South, Suite 705-S

      St.
Petersburg, Florida 33701

      Telephone:  (727)
289-0010

      Facsimile:  (727)
289-0069

      Attention:  Mr.
Carl Dilley

       

      
        If to
Legal Counsel:

      

       

      Greenberg
Traurig, LLP

      MetLife
Building

      200 Park
Avenue, 15th
Floor

      New York,
New York 10166

      Telephone:  (212)
801-9200

      Facsimile:  (212)
801-6400

      Attention:  Spencer
G. Feldman, Esq.

       

      If to a
Buyer, to its address and facsimile number set forth on the Schedule of Buyers
attached to the Securities Purchase Agreement, with copies to such Buyer’s
representatives as set forth on the Schedule of Buyers, or to such other address
and/or facsimile number and/or to the attention of such other Person as the
recipient party has specified by written notice given to each other party five
(5) days prior to the effectiveness of such change; provided, that
Greenberg Traurig, LLP shall only be provided notices sent to Vision Opportunity
Master Fund LTD. Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine or electronic mail
transmission containing the time, date, recipient facsimile number or electronic
mail address and an image of the first page of such transmission, or (C)
provided by a courier or overnight courier service shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively.

       

      (d)           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.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      (e)           All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of
New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in The City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

       

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

       

      (g)           Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of
and be binding upon the permitted successors and assigns of each of the parties
hereto.

       

      (h)           The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. Unless the context clearly
indicates otherwise, each pronoun herein shall be deemed to include the
masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of
like import shall be construed broadly as if followed by the words “without
limitation.” The terms “herein,” “hereunder,” “hereof” and words of
like import refer to this entire Agreement instead of just the provision in
which they are found.

       

      (i)           This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party. In
the event that any signature is delivered by facsimile transmission or by an
e-mail which contains an electronic file of an executed signature page, such
signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or electronic file signature page (as the case
may be) were an original thereof.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

     

    (j)           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 any 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.

     

    (k)          All
consents and other determinations required to be made by the Investors pursuant
to this Agreement shall be made, unless otherwise specified in this Agreement,
by the Required Holders.

     

    (l)           The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will
be applied against any party.

     

    (m)         This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person, other than the Persons
referred to in Sections 6 and 7 hereof.

     

    [signature pages
follow]

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each Buyer
and the Company have caused their respective signature page to this Registration
Rights Agreement to be duly executed as of the date first written
above.

     

    
      
        
          	
                  COMPANY:

                
	 
      
	
                  GAME
      TRADING TECHNOLOGIES, INC.

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:
      Todd Hays

                
	 
      	
                  Title:  President
      and CEO

                


        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each Buyer
and the Company have caused their respective signature page to this Registration
Rights Agreement to be duly executed as of the date first written
above.

     

    
      
        
          	
                  BUYERS:

                
	 
      
	
                  VISION
      OPPORTUNITY MASTER FUND LTD.

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:
      Adam Benowitz

                
	 
      	
                  Title:  Portfolio
      Manager

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, each Buyer
and the Company have caused their respective signature page to this Registration
Rights Agreement to be duly executed as of the date first written
above.

     

    
      
        
          	
                  [OTHER
      BUYERS]

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
OF BUYERS

     

    
      
        
          	
                  Buyer 

                	 
      	
                  Buyer Address

                  and Facsimile Number

                	 
      	
                  Buyer’s Representative’s Address 

                  and Facsimile Number

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    

                	 
      	
                    

                	
                  Greenberg
      Traurig, LLP

                  MetLife
      Building

                  200
      Park Avenue, 15th
      Floor

                  New
      York, New York  10166

                  Attention:  Spencer
      G. Feldman, Esq.

                  Facsimile:
      (212) 801-9200

                  Telephone:  (212)
      801-6400

                


        

      

    

    


    [OTHER
BUYERS]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM
OF NOTICE OF EFFECTIVENESS

    OF REGISTRATION
STATEMENT

     

    ______________________

    ______________________

    ______________________

    Attention:  _____________

     

    Re:           Game Trading Technologies,
Inc.

     

    Ladies
and Gentlemen:

     

    We are
counsel to Game Trading Technologies, Inc. (formerly City Language Exchange
Incorporated), a Delaware corporation (the “Company”), and have
represented the Company in connection with that certain Securities Purchase
Agreement (the “Securities
Purchase Agreement”) entered into by and among the Company and the buyers
named therein (collectively, the “Holders”) pursuant to which
the Company issued to the Holders shares of the Company’s Series A Convertible
Preferred Stock (the “Preferred
Shares”) convertible into shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), and Warrants
exercisable for shares of Common Stock (together, the “Warrants”).  Pursuant
to the Securities Purchase Agreement, the Company also has entered into a
Registration Rights Agreement with the Holders (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement), including the shares of Common Stock issuable upon exercise of the
Warrants, under the Securities Act of 1933, as amended (the “Securities Act”). In
connection with the Company’s obligations under the Registration Rights
Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
on Form S-1 (File No. 333-_____________) (the “Registration Statement”) with
the U.S. Securities and Exchange Commission (the “SEC”) relating to the
Registrable Securities which names each of the Holders as a selling stockholder
thereunder.

     

    In
connection with the foregoing, we advise you that a member of the SEC’s staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the Securities Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and we
have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that
any stop order suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by, the SEC and
the Registrable Securities are available for resale under the Securities Act
pursuant to the Registration Statement.

     

    
      
        
          
            	
                    Very
      truly yours,

                  
	 
	
                    [ISSUER’S
      COUNSEL]

                  
	 
      
	
                    By:

                  	
                     

                  


          

        

      

    

     

    cc:
[LIST NAMES OF
HOLDERS]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    PLAN
OF DISTRIBUTION

     

    We are
registering the shares of common stock issuable upon conversion of the preferred
shares and exercise of the warrants to permit the resale of these shares of
common stock by the holders of the preferred shares and warrants from time to
time after the date of this prospectus.  We will not receive any of
the proceeds from the sale by the selling stockholders of the shares of common
stock.  We will bear all fees and expenses incident to our obligation
to register the shares of common stock.

     

    The
selling stockholders may sell all or a portion of the shares of common stock
beneficially owned by them and offered hereby from time to time directly or
through one or more underwriters, broker-dealers or agents.  If the
shares of common stock are sold through underwriters or broker-dealers, the
selling stockholders will be responsible for underwriting discounts or
commissions or agent’s commissions.  The shares of common stock may be
sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at
negotiated prices.  These sales may be effected in transactions, which
may involve crosses or block transactions,

     

    
      	
               
      

            	
              ·

            	
              on
      any national securities exchange or quotation service on which the
      securities may be listed or quoted at the time of
  sale;

            


    

     

    
      	
               
      

            	
              ·

            	
              in
      the over-the-counter market;

            


    

     

    
      	
               
      

            	
              ·

            	
              in
      transactions otherwise than on these exchanges or systems or in the
      over-the-counter market;

            


    

     

    
      	
               
      

            	
              ·

            	
              through
      the writing of options, whether such options are listed on an options
      exchange or otherwise;

            


    

     

    
      	
               
      

            	
              ·

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

            


    

     

    
      	
               
      

            	
              ·

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

     

    
      	
               
      

            	
              ·

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

     

    
      	
               
      

            	
              ·

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

     

    
      	
               
      

            	
              ·

            	
              privately
      negotiated transactions;

            


    

     

    
      	
               
      

            	
              ·

            	
              short
      sales made after the date the Registration Statement is declared effective
      by the SEC, subject to any applicable limitations on short sales contained
      in any agreement between a selling stockholder and the
      Company;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ·

            	
              sales
      pursuant to Rule 144;

            


    

     

    
      	
               
      

            	
              ·

            	
              broker-dealers
      may agree with the selling securityholders to sell a specified number of
      such shares at a stipulated price per
share;

            


    

     

    
      	
               
      

            	
              ·

            	
              a
      combination of any such methods of sale;
and

            


    

     

    
      	
               
      

            	
              ·

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    If the
selling stockholders effect such transactions by selling shares of common stock
to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the selling stockholders or commissions from
purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as
to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved).  In connection with
sales of the shares of common stock or otherwise, the selling stockholders may
enter into hedging transactions with broker-dealers, which may in turn engage in
short sales of the shares of common stock in the course of hedging in positions
they assume.  The selling stockholders may also sell shares of common
stock short and deliver shares of common stock covered by this prospectus to
close out short positions and to return borrowed shares in connection with such
short sales.  The selling stockholders may also loan or pledge shares
of common stock to broker-dealers that in turn may sell such
shares.

     

    The
selling stockholders may pledge or grant a security interest in some or all of
the preferred shares, warrants or shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or
secured parties may offer and sell the shares of common stock from time to time
pursuant to this prospectus or any amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act of 1933, as
amended, amending, if necessary, the list of selling stockholders to include the
pledgee, transferee or other successors in interest as selling stockholders
under this prospectus.  The selling stockholders also may transfer and
donate the shares of common stock in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.

     

    The
selling stockholders and any broker-dealer participating in the distribution of
the shares of common stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act.  At the time a particular
offering of the shares of common stock is made, a prospectus supplement, if
required, will be distributed which will set forth the aggregate amount of
shares of common stock being offered and the terms of the offering, including
the name or names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the selling stockholders and any
discounts, commissions or concessions allowed or reallowed or paid to
broker-dealers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Under the
securities laws of some states, the shares of common stock may be sold in such
states only through registered or licensed brokers or dealers.  In
addition, in some states the shares of common stock may not be sold unless such
shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied
with.

     

    There can
be no assurance that any selling stockholder will sell any or all of the shares
of common stock registered pursuant to the shelf registration statement, of
which this prospectus forms a part.

     

    The
selling stockholders and any other person participating in such distribution
will be subject to applicable provisions of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, including, without
limitation, to the extent applicable, Regulation M of the Exchange Act, which
may limit the timing of purchases and sales of any of the shares of common stock
by the selling stockholders and any other participating person.  To
the extent applicable, Regulation M may also restrict the ability of any person
engaged in the distribution of the shares of common stock to engage in
market-making activities with respect to the shares of common
stock.  All of the foregoing may affect the marketability of the
shares of common stock and the ability of any person or entity to engage in
market-making activities with respect to the shares of common
stock.

     

    We will
pay all expenses of the registration of the shares of common stock pursuant to
the registration rights agreement, estimated to be $_____ in total, including,
without limitation, U.S. Securities and Exchange Commission filing fees and
expenses of compliance with state securities or “blue sky” laws; provided, however, that a
selling stockholder will pay all underwriting discounts and selling commissions,
if any.  We will indemnify the selling stockholders against
liabilities, including some liabilities under the Securities Act, in accordance
with the registration rights agreements, or the selling stockholders will be
entitled to contribution.  We may be indemnified by the selling
stockholders against civil liabilities, including liabilities under the
Securities Act, that may arise from any written information furnished to us by
the selling stockholder specifically for use in this prospectus, in accordance
with the related registration rights agreements, or we may be entitled to
contribution.

     

    Once sold
under the shelf registration statement, of which this prospectus forms a part,
the shares of common stock will be freely tradable in the hands of persons other
than our affiliates.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
C

     

    GAME
TRADING TECHNOLOGIES, INC.

     

    Selling
Stockholder Notice and Questionnaire

     

    The
undersigned beneficial owner of common stock (the “Registrable
Securities”) of Game Trading Technologies, Inc., a Delaware corporation
(the “Company”),
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a
registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of
the Registrable Securities, in accordance with the terms of the Registration
Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed.  A copy of the
Registration Rights Agreement is available from the Company upon request at the
address set forth below.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.

     

    Certain
legal consequences arise from being named as a selling stockholder in the
Registration Statement and the related prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling stockholder in the Registration Statement and the
related prospectus.

     

    NOTICE

     

    The
undersigned beneficial owner (the “Selling Stockholder”)
of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    
      	
              1.

            	
              Name.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Full
      Legal Name of Selling Stockholder

            


    

     

    
      
        
          
            
              	
                       

                    
	 
      


            

          

        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities are
held:

            


    

     

    
      
        
          
            
              
                	
                         

                      
	 
      


              

            

          

        

      

    

    


    
      	
               
      

            	
              (c)

            	
              Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by this
  Questionnaire):

            


    

     

    
      
        
          
            
              
                	
                         

                      
	 
      


              

            

          

        

      

    

     

    
      
        2.  Address
for Notices to Selling Stockholder:

      

    

     

    
      
        
          
            
              	 
      
	 
      
	 
      
	
                      Telephone:

                    	 
      
	
                      Fax:

                    	 
      
	
                      Contact
      Person:

                    	 
      


            

          

        

      

    

     

    
      
        3. 
Broker-Dealer
Status:

      

    

     

    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer?

            


    

     

    Yes   o                      No   o

     

    
      	
               
      

            	
              (b)

            	
              If
      “yes” to Section 3(a), did you receive your Registrable Securities as
      compensation for investment banking services to the
    Company?

            


    

     

    Yes   o                      No   o

     

    
      	
            	
              Note:

            	
              If
      “no” to Section 3(b), the Commission’s staff has indicated that you should
      be identified as an underwriter in the Registration
    Statement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              Are
      you an affiliate of a
broker-dealer?

            


    

     

    Yes   o                      No   o

     

    
      	
               
      

            	
              (d)

            	
              If
      you are an affiliate of a broker-dealer, do you certify that you purchased
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

            


    

     

    Yes   o                      No   o

     

    
      	
            	
              Note:

            	
              If
      “no” to Section 3(d), the Commission’s staff has indicated that you should
      be identified as an underwriter in the Registration
    Statement.

            


    

     

    
      
        4.
 Beneficial
Ownership of Securities of the Company Owned by the Selling
Stockholder.

      

    

     

    Except
as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the securities
issuable pursuant to the Purchase Agreement.

     

    
      	
               
      

            	
              (a)

            	
              Type
      and Amount of other securities beneficially owned by the Selling
      Stockholder:

            


    

    
      
        
          
            
              
                
                  
                    	
                             

                          
	 
      
	 


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      5.  Relationships
with the Company:

    

     

    Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

     

    
      State any
exceptions here:

    

    
      
        
          
            
              
                
                  
                    
                      	
                               

                            
	 
      
	 


                    

                  

                

              

            

          

        

      

    

     

    The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.

     

    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 5 and the inclusion of such
information in the Registration Statement and the related prospectus and any amendments or supplements
thereto.  The undersigned understands that such information
will be relied upon by the Company in connection with the preparation or
amendment of the Registration Statement and the related prospectus.

     

    IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
and Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

     

    
      
        
          
            
              
                	
                        Date:                                                     

                      	
                        Beneficial
      Owner:

                      	 
      


              

            

          

        

      

    

    


    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    Gregory
Sichenzia, Esq.

    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd
Floor

    New York,
New York 10006

    Fax:
(212) 930-9725