ex102.htm


     

    REGISTRATION
      RIGHTS AGREEMENT

     

     

    REGISTRATION
      RIGHTS AGREEMENT (this "Agreement"), dated as of
      November [  ], 2007, by and among Maple Mountain Explorations Inc., a
      Nevada corporation, with headquarters located at #507, 1313 East Maple Street,
      Suite 201, Bellingham, WA 98225 (the "Company"), and the
      investors listed on the Schedule of Buyers attached hereto (each, a
      "Buyer" and collectively, the
      "Buyers").

     

    WHEREAS:

     

    A.           In
      connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (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 each
      Buyer
      (i) shares (the "Common Shares") of the Company's common stock,
      par value $0.001 per share (the "Common Stock"), and (ii)
      warrants (the "Warrants") which will be exercisable to purchase
      shares of Common Stock (as exercised, the "Warrant Shares") in
      accordance with the terms of the Warrants.

     

    B.           In
      accordance with the terms of 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 "1933 Act"), and applicable state
      securities laws.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants
      contained herein and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Company and 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)           "Additional
      Effectiveness Date" means the date the Additional Registration
      Statement is declared effective by the SEC.

     

    (b)           "Additional
      Effectiveness Deadline" means the earlier of (I) the date which is (i)
      in the event that the Additional Registration Statement is not subject to a
      full
      review by the SEC, thirty (30) calendar days after the earlier of the Additional
      Filing Date and the Additional Filing Deadline or (ii) in the event that the
      Additional Registration Statement is subject to a full review by the SEC, sixty
      (60) calendar days after the earlier of the Additional Filing Date and the
      Additional Filing Deadline and (II) the date which is five (5) Business Days
      after the Company learns that no review of the Additional Registration Statement
      will be made by the staff of the SEC or that the staff of the SEC has no further
      comments on the Additional Registration Statement.

     

    (c)           "Additional
      Filing Date" means the date on which the Additional Registration
      Statement is filed with the SEC.

     

    (d)           "Additional
      Filing Deadline" means if Cutback Shares are required to be included in
      the Additional Registration Statement, the later of (i) the date sixty (60)
      days
      after the date substantially all of the Registrable Securities registered under
      the immediately preceding Registration Statement are sold and (ii) the date
      six
      (6) months from the Initial Effectiveness Date or the last Additional
      Effectiveness Date, as applicable.

     

    (e)           "Additional
      Registrable Securities" means, (i) any Cutback Shares not previously
      included on a Registration Statement and (ii) any capital stock of the Company
      issued or issuable with respect to the Cutback Shares as a result of any stock
      split, stock dividend, recapitalization, exchange or similar event or
      otherwise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (f)           "Additional
      Registration Statement" means a registration statement or registration
      statements of the Company filed under the 1933 Act covering any Additional
      Registrable Securities.

     

    (g)           "Additional
      Required Registration Amount" means (I) (i) any Cutback Shares not
      previously included on a Registration Statement or (II) such other amount as
      may
      be required by the staff of the SEC pursuant to Rule 415.

     

    (h)           "Business
      Day" means any day other than Saturday, Sunday or any other day on
      which commercial banks in The City of New York are authorized or required by
      law
      to remain closed.

     

    (i)           "Closing
      Date" shall have the meaning set forth in the Securities Purchase
      Agreement.

     

     

    (j)           "Cutback
      Shares" means any of the Initial Required Registration Amount or the
      Additional Required Registration Amount (without regard to clause (II) in the
      definitions thereof) of Registrable Securities not included in all Registration
      Statements previously declared effective hereunder as a result of a limitation
      on the maximum number of shares of Common Stock of the Company permitted to
      be
      registered by the staff of the SEC pursuant to Rule 415.

     

     

    (k)           "Effective
      Date" means the Initial Effective Date and the Additional Effective
      Date, as applicable.

     

     

    (l)           "Effectiveness
      Deadline" means the Initial Effectiveness Deadline and the Additional
      Effectiveness Deadline, as applicable.

     

     

    (m)           "Filing
      Deadline" means the Initial Filing Deadline and the Additional Filing
      Deadline, as applicable.

     

     

    (n)           "Initial
      Effectiveness Date" means the date that the Registration Statement has
      been declared effective by the SEC.

     

     

    (o)           "Initial
      Effectiveness Deadline" means the earlier of (I) the date which is (i)
      in the event that the Initial Registration Statement is not subject to a full
      review by the SEC, ninety (90) calendar days after the Closing Date or (ii)
      in
      the event that the Registration Statement is subject to a full review by the
      SEC, one-hundred and fifty (150) calendar days after the Closing Date and (II)
      the date which is five (5) Business Days after the Company learns that no review
      of the Registration Statement will be made by the staff of the SEC or that
      the
      staff of the SEC has no further comments on the Registration
      Statement.

     

    
      
         

      

      
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    (p)           "Initial
      Filing Deadline" means sixty (60) calendar days after the Closing
      Date.

     

     

    (q)           "Initial
      Registrable Securities" means (i) the Common Shares, (ii) the Warrant
      Shares issued or issuable upon exercise of the Warrants, and (iii) any capital
      stock of the Company issued or issuable, with respect to the Common Shares,
      the
      Warrant Shares and the Warrants as a result of any stock split, stock dividend,
      recapitalization, exchange or similar event or otherwise, without regard to
      any
      limitations on exercise of the Warrants.

     

     

    (r)           "Initial
      Required Registration Amount" (I) the sum of (i) the number of Common
      Shares issued and (ii) 100% of the number of Warrant Shares issued and issuable
      pursuant to the Warrants as of the trading day immediately preceding the
      applicable date of determination, all subject to adjustment as provided in
      Section 2(f), or (II) such other amount as may be required by the staff of
      the
      SEC pursuant to Rule 415 with any cutback applied on a pro rata basis and,
      unless otherwise requested by an Investor, the Warrant Shares included on such
      Registration Statement shall be decreased first, except to the extent prohibited
      by the SEC.

     

     

    (s)           "Initial
      Registration Statement" means a registration statement or registration
      statements of the Company filed under the 1933 Act covering the Initial
      Registrable Securities.

     

     

    (t)           "Investor"
      means a Buyer, any transferee or assignee thereof 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 assigns its rights under this Agreement
      and who agrees to become bound by the provisions of this Agreement in accordance
      with Section 9.

     

    (u)           "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.

     

    (v)           "register,"
      "registered," and "registration" refer to a
      registration effected by preparing and filing one or more Registration
      Statements (as defined below) in compliance with the 1933 Act and pursuant
      to
      Rule 415, and the declaration or ordering of effectiveness of such Registration
      Statement(s) by the SEC.

     

    (w)           "Registrable
      Securities" means the Initial Registrable Securities and the Additional
      Registrable Securities, as the case may be.

     

    (x)           "Registration
      Statement" means a registration statement or registration statements of
      the Company filed under the 1933 Act covering the Registrable
      Securities.

     

    
      
         

      

      
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    (y)           "Required
      Holders" means the holders of at least two-thirds of the Registrable
      Securities.

     

    (z)           "Required
      Registration Amount" means either the Initial Required Registration
      Amount or the Additional Required Registration Amount, as
      applicable.

     

     

    (aa)           "Rule
      415" means Rule 415 under the 1933 Act or any successor rule providing
      for offering securities on a continuous or delayed basis.

     

    (bb)           "SEC"
      means the United States Securities and Exchange Commission.

     

    2.           Registration.

     

    (a)           Initial
      Mandatory Registration.  The Company shall prepare, and, as soon
      as practicable but in no event later than the Initial Filing Deadline, file
      with
      the SEC the Initial Registration Statement on Form S-3 covering the resale
      of
      all of the Initial Registrable Securities.  In the event that Form S-3
      is unavailable for such a registration, the Company shall use such other form
      as
      is available for such a registration on another appropriate form reasonably
      acceptable to the Required Holders, subject to the provisions of Section
      2(d).  The Initial Registration Statement prepared pursuant hereto
      shall register for resale at least the number of shares of Common Stock equal
      to
      the Initial Required Registration Amount determined as of the date the Initial
      Registration Statement is initially filed with the SEC, subject to adjustment
      as
      provided in Section 2(f).  The Initial Registration Statement shall
      contain the "Selling Stockholders" section and "Plan of Distribution" attached
      hereto as Annex I. The Company shall use its best efforts to have the
      Initial Registration Statement declared effective by the SEC as soon as
      practicable, but in no event later than the Initial Effectiveness
      Deadline.  By 9:30 a.m. New York time on the Business Day following
      the Initial Effective Date, the Company shall file with the SEC in accordance
      with Rule 424 under the 1933 Act the final prospectus to be used in connection
      with sales pursuant to such Registration Statement.

     

    
      
         

      

      
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    (b)           Additional
      Mandatory Registrations.  The Company shall prepare, and, as soon
      as practicable but in no event later than the Additional Filing Deadline, file
      with the SEC an Additional Registration Statement on Form S-3 covering the
      resale of all of the Additional Registrable Securities not previously registered
      on an Additional Registration Statement hereunder.  To the extent the
      staff of the SEC does not permit the Additional Required Registration Amount
      to
      be registered on an Additional Registration Statement, the Company shall file
      Additional Registration Statements successively trying to register on each
      such
      Additional Registration Statement the maximum number of remaining Additional
      Registrable Securities until the Additional Required Registration Amount has
      been registered with the SEC.  In the event that Form S-3 is
      unavailable for such a registration, the Company shall use such other form
      as is
      available for such a registration on another appropriate form reasonably
      acceptable to the Required Holders, subject to the provisions of Section
      2(e).  Each Additional Registration Statement prepared pursuant hereto
      shall register for resale at least that number of shares of Common Stock equal
      to the Additional Required Registration Amount as of date the Registration
      Statement is initially filed with the SEC.  Each Additional
      Registration Statement shall contain (except if otherwise directed by the
      Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections
      in substantially the form attached hereto as Annex I.  The
      Company shall use its best efforts to have each Additional Registration
      Statement declared effective by the SEC as soon as practicable, but in no event
      later than the Additional Effectiveness Deadline.  By 9:30 a.m. New
      York time on the Business Day following the Additional Effective Date, the
      Company shall file with the SEC in accordance with Rule 424 under the 1933
      Act
      the final prospectus to be used in connection with sales pursuant to such
      Registration Statement.

     

    (c)           Allocation
      of Registrable Securities.  The initial number of Registrable
      Securities included in any Registration Statement and each increase or decrease
      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 or decrease 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 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.  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.

     

    (d)           Legal
      Counsel.  Subject to Section 5 hereof, the Required Holders shall
      have the right to select one legal counsel to review and oversee any
      registration pursuant to this Section 2 ("Legal Counsel"),
      which shall be Schulte Roth & Zabel LLP or such other counsel as thereafter
      designated by the Required Holders.  The Company and Legal Counsel
      shall reasonably cooperate with each other in performing the Company's
      obligations under this Agreement.

     

    (e)           Ineligibility
      for Form S-3.  In the event that Form S-3 is not available for the
      registration of the resale of Registrable Securities hereunder, the Company
      shall (i) register the resale of the Registrable Securities on another
      appropriate form reasonably acceptable to the Required Holders and (ii)
      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.

     

    (f)           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 or an Investor's allocated portion of the
      Registrable Securities pursuant to Section 2(b), the Company shall amend the
      applicable Registration Statement, or file a new Registration Statement (on
      the
      short form available therefor, if applicable), or both, so as to cover at least
      the Required Registration Amount as of the trading day immediately preceding
      the
      date of the filing of such amendment or new Registration Statement, in each
      case, as soon as practicable, but in any event not later than fifteen (15)
      days
      after the necessity therefore arises.  The Company shall use its best
      efforts to cause such amendment and/or new Registration Statement to become
      effective as soon as practicable following the filing thereof.  For
      purposes of the foregoing provision, the number of shares available under a
      Registration Statement shall be deemed "insufficient to cover all of the
      Registrable Securities" if at any time the number of shares of Common Stock
      available for resale under such Registration Statement is less than the number
      of Registrable Securities.  The calculation set forth in the foregoing
      sentence shall be made without regard to any limitations on the exercise of
      the
      Warrants and such calculation shall assume that the Warrants are then
      exercisable into shares of Common Stock.

     

    
      
         

      

      
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    (g)           Effect
      of Failure to File and Obtain and Maintain Effectiveness of Registration
      Statement.  If (i) a Registration Statement covering all the
      Required Registration Amount 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 respective Filing Deadline (a "Filing Failure")
      or (B) not declared effective by the SEC on or before the respective
      Effectiveness Deadline (an "Effectiveness Failure") or (ii) on
      any day after the respective Effective Date sales of all the Registrable
      Securities included on such Registration Statement cannot be made (other than
      during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such
      Registration Statement or otherwise (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, to register a sufficient number of shares of Common Stock or to
      maintain the listing of the Common Stock) (a "Maintenance
      Failure") 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), (A) the Company shall pay to each
      holder of Registrable Securities relating to such Registration Statement an
      amount in cash equal to one percent (1.0%) of the aggregate Purchase Price
      (as
      such term is defined in the Securities Purchase Agreement) of such Investor's
      Registrable Securities included in such Registration Statement on each of the
      following dates: (i) the day of a Filing Failure and on every thirtieth day
      (pro
      rated for periods totaling less than thirty (30) days) thereafter until such
      Filing Failure is cured; (ii) the day of an Effectiveness Failure and on every
      thirtieth day (pro rated for periods totaling less than thirty (30) days)
      thereafter until such Effectiveness Failure is cured; and (iii) the initial
      day
      of a Maintenance Failure and on every thirtieth day (pro rated for periods
      totaling less than thirty (30) days) thereafter until such Maintenance Failure
      is cured.  The payments to which a holder shall be entitled pursuant
      to this Section 2(g) are referred to herein as "Registration Delay
      Payments."  Registration Delay Payments shall be paid on the
      earlier of (I) the dates set forth above and (II) the third Business Day after
      the event or failure giving rise to the Registration Delay Payments is
      cured.  In the event the Company fails to make Registration Delay
      Payments in a timely manner, such Registration Delay Payments shall bear
      interest at the rate of one and one-half percent (1.5%) per month (prorated
      for
      partial months) until paid in full.  Notwithstanding anything herein
      or in the Securities Purchase Agreement to the contrary, in no event shall
      the
      aggregate amount of Registration Delay Payments exceed, in the aggregate,
      eighteen percent (18%) of the aggregate Purchase Price of the Common
      Shares.

     

    3.           Related
      Obligations.

     

     

    At
      such
      time as the Company is obligated to file a Registration Statement with the
      SEC
      pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will 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 submit to the SEC, within three (3) Business Days after the
      Company learns that no review of a particular Registration Statement will be
      made by the staff of the SEC or that the staff of the SEC has no further
      comments on a particular Registration Statement, as the case may be, 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.  The Company shall keep each Registration Statement effective
      pursuant to Rule 415 at all times until earlier of (i) the date as of which
      the
      Investors may sell all of the Registrable Securities covered by such
      Registration Statement without restriction pursuant to Rule 144(k) (or any
      successor thereto) promulgated under the 1933 Act or (ii) the date on which
      the
      Investors shall have sold all 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.

     

    
      
         

      

      
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    (b)           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 1933 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
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by such Registration Statement until such time as all of such
      Registrable Securities shall have been disposed of in accordance with the
      intended methods of disposition by the 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-K, Form 10-Q or Form 8-K or any analogous
      report under the Securities Exchange Act of 1934, as amended (the "1934
      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 1934 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) a
      Registration Statement at least five (5) 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 a reasonable
      number of 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.  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.  The Company shall
      furnish to Legal Counsel, without charge, (i) copies of any correspondence
      from
      the SEC or the staff of the SEC to the Company or its representatives relating
      to any Registration Statement, (ii) promptly after the same is prepared and
      filed with the SEC, one 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 not otherwise
      available on the EDGAR system, and all exhibits and (iii) upon the effectiveness
      of any Registration Statement, one copy of the prospectus included in such
      Registration Statement and all amendments and supplements
      thereto.  The Company shall reasonably cooperate with Legal Counsel in
      performing the Company's obligations pursuant to this Section 3.

     

    (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 copy of such Registration
      Statement and any amendment(s) thereto, including financial statements and
      schedules, all documents incorporated therein by reference, if requested by
      an
      Investor and not otherwise available on the EDGAR system, all exhibits and
      each
      preliminary prospectus, (ii) upon the effectiveness of any Registration
      Statement, ten (10) copies 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) 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.

     

    (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, nonpublic information), and, subject to Section 3(r), promptly prepare
      a supplement or amendment to such Registration Statement to correct such untrue
      statement or omission, and deliver ten (10) copies 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).  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, and 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 on the same day of such effectiveness
      and
      by overnight mail), (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.  By 9:30 a.m. New
      York City time on the date following the date any post-effective amendment
      has
      become effective, the Company shall file with the SEC in accordance with Rule
      424 under the 1933 Act the final prospectus to be used in connection with sales
      pursuant to such Registration Statement.

     

    (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 is required under applicable securities laws to be described in
      the
      Registration Statement as an underwriter, at the reasonable request of such
      Investor, the Company shall furnish to such Investor, on the date of the
      effectiveness of the 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 certified public accountants in form and
      substance as is customarily given by independent certified public accountants
      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)           If
      any Investor is required under applicable securities laws to be described in
      the
      Registration Statement as an underwriter, the Company shall make available
      for
      inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of
      accountants or other agents retained by the Investors (collectively, the
      "Inspectors"), all pertinent financial and other records, and
      pertinent corporate documents and properties of the Company (collectively,
      the
      "Records"), as shall be reasonably deemed necessary by each
      Inspector, and cause the Company's officers, directors and employees to supply
      all information which any Inspector may reasonably request; provided, however,
      that each Inspector shall agree to hold in strict confidence and shall not
      make
      any disclosure (except to an Investor) or use of any Record or other information
      which the Company determines in good faith to be confidential, and of which
      determination the Inspectors are so notified, unless (a) the disclosure of
      such
      Records is necessary to avoid or correct a misstatement or omission in any
      Registration Statement or is otherwise required under the 1933 Act, (b) the
      release of such Records is ordered pursuant to a final, non-appealable subpoena
      or order from a court or government body of competent jurisdiction, or (c)
      the
      information in such Records has been made generally available to the public
      other than by disclosure in violation of this Agreement.  Each
      Investor agrees that it shall, upon learning that disclosure of such Records
      is
      sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt notice to the Company and allow the Company,
      at
      its expense, to undertake appropriate action to prevent disclosure of, or to
      obtain a protective order for, the Records deemed
      confidential.  Nothing herein (or in any other confidentiality
      agreement between the Company and any Investor) shall be deemed to limit the
      Investors' ability to sell Registrable Securities in a manner which is otherwise
      consistent with applicable laws and regulations.

     

    (j)           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, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement.  The Company agrees that it shall, upon learning that
      disclosure of such information concerning 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.

     

    (k)           The
      Company shall use its best efforts either to (i) cause all 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 the Registrable Securities covered by a Registration Statement
      on The NASDAQ Capital Market and, 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
      ("FINRA") 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).

     

    (l)           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 and registered in such names as
      the
      Investors may request.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    (m)           If
      requested by an Investor, the Company shall as soon as practicable (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.

     

    (n)           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.

     

    (o)           The
      Company shall make generally available to its security holders as soon as
      practical, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with, and in the
      manner provided by, the provisions of Rule 158 under the 1933 Act) covering
      a
      twelve-month period beginning not later than the first day of the Company's
      fiscal quarter next following the Effective Date of a Registration
      Statement.

     

    (p)           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.

     

    (q)           Within
      two (2) Business Days after a Registration Statement which covers Registrable
      Securities is ordered 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.

     

    (r)           Notwithstanding
      anything to the contrary herein, at any time after the Effective Date, the
      Company may delay the disclosure of material, non-public information concerning
      the Company the disclosure of which at the time is not, in the good faith
      opinion of the Board of Directors of the Company and its counsel, 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 in conformity with the
      provisions of this Section 3(r) (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 five (5) consecutive days
      and during any three hundred sixty five (365) day period such Grace Periods
      shall not exceed an aggregate of twenty (20) 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").  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 the 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.  Notwithstanding anything to the contrary, and to the
      extent permitted by law, the Company shall cause its transfer agent to deliver
      unlegended shares of Common Stock to a transferee of an Investor in accordance
      with the terms of the Securities Purchase Agreement in connection with any
      sale
      of Registrable Securities with respect to which an Investor has entered into
      a
      contract for sale, and delivered a copy of the prospectus included as part
      of
      the applicable Registration Statement, prior to the Investor's receipt of the
      notice of a Grace Period and for which the Investor has not yet
      settled.

     

    (s)           Neither
      the Company nor any Subsidiary or affiliate thereof shall identify any Investor
      as an underwriter in any public disclosure or filing with the SEC or any
      Principal Market (as defined in the Securities Purchase Agreement) or Eligible
      Market and any Investor being deemed an underwriter by the SEC shall not relieve
      the Company of any obligations it has under this Agreement or any other
      Transaction Document (as defined in the Securities Purchase Agreement);
provided, however, that the foregoing shall not prohibit the
      Company from including the disclosure found in the "Plan of Distribution"
      section attached hereto as Exhibit B in the Registration
      Statement.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    4.           Obligations
      of the Investors.

     

    (a)           At
      least five (5) Business Days prior to the first anticipated filing date of
      a
      Registration Statement, the Company shall notify each Investor in writing of
      the
      information the Company requires from each such Investor if such Investor elects
      to have any of such Investor's Registrable Securities included in such
      Registration Statement.  It shall be a condition precedent to the
      obligations of the Company to complete any registration pursuant to this
      Agreement with respect to the Registrable Securities of a particular Investor
      that such Investor shall furnish to the Company such information regarding
      itself, the Registrable Securities held by it and the intended method of
      disposition of the Registrable Securities held by it as shall be reasonably
      required to effect the effectiveness of the registration of such Registrable
      Securities and shall execute such documents in connection with such registration
      as the Company may reasonably request.

     

    (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 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 copies of the
      supplemented or amended prospectus as contemplated by Section 3(g) or the first
      sentence of 3(f) or receipt of notice that no supplement or amendment is
      required.  Notwithstanding anything to the contrary, the Company shall
      cause its transfer agent to deliver unlegended shares of Common Stock to a
      transferee of an Investor in accordance with the terms of the Securities
      Purchase Agreement in connection with any sale of Registrable Securities with
      respect to which an Investor has entered into a contract for sale prior to
      the
      Investor's receipt of a notice from the Company of the happening of any event
      of
      the kind described in Section 3(g) or the first sentence of 3(f) and for which
      the Investor has not yet settled.

     

    (d)           Each
      Investor covenants and agrees that it will comply with the prospectus delivery
      requirements of the 1933 Act as applicable to it or an exemption therefrom
      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 the Investors for the reasonable and documented fees and
      disbursements of Legal Counsel in connection with registration, filing or
      qualification pursuant to Sections 2 and 3 of this Agreement which amount shall
      be limited to $10,000 in the aggregate.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    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,
      partners, members, employees, agents, representatives of, and each Person,
      if
      any, who controls any Investor within the meaning of the 1933 Act or the 1934
      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 the light of the
      circumstances under which the statements therein were made, not misleading,
      (iii) any violation or alleged violation by the Company of the 1933 Act, the
      1934 Act, any other law, including, without limitation, any state securities
      law, or any rule or regulation thereunder relating to the offer or sale of
      the
      Registrable Securities pursuant to a Registration Statement or (iv) any
      violation of this Agreement (the matters in the foregoing clauses (i) through
      (iv) being, collectively, "Violations").  Subject to
      Section 6(c), 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 the Registration Statement or any such amendment thereof or supplement
      thereto, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(d); and (ii) 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 the Registrable Securities by the Investors
      pursuant to Section 9.

     

    (b)           In
      connection with any Registration Statement in which an Investor is
      participating, each 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 1933 Act or the 1934 Act (each, an
      "Indemnified Party"), against any Claim or Indemnified Damages
      to which any of them may become subject, under the 1933 Act, the 1934 Act or
      otherwise, insofar as such Claim or Indemnified Damages arise out of or are
      based upon any Violation, in each case to the extent, and only to the extent,
      that such Violation 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(c),
      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 an 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 the Registrable Securities by the Investors
      pursuant to Section 9.  Notwithstanding anything to the contrary
      contained herein, the indemnification agreement contained in this Section 6(b)
      with respect to any preliminary prospectus shall not inure to the benefit of
      any
      Indemnified Party if the untrue statement or omission of material fact contained
      in the preliminary prospectus was corrected on a timely basis in the prospectus,
      as then amended or supplemented.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (c)           Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses of
      not
      more than one counsel for such Indemnified Person or Indemnified Party to be
      paid by the indemnifying party, if, in the reasonable opinion of the Indemnified
      Person or the Indemnified Party, as the case may be, the representation by
      such
      counsel of the Indemnified Person or Indemnified Party and the indemnifying
      party would be inappropriate due to actual or potential differing interests
      between such Indemnified Person or Indemnified Party and any other party
      represented by such counsel in such proceeding.  In the case of an
      Indemnified Person, legal counsel referred to in the immediately preceding
      sentence shall be selected by the Investors holding at least a majority in
      interest of the Registrable Securities included in the Registration Statement
      to
      which the Claim relates.  The Indemnified Party or Indemnified Person
      shall cooperate fully with the indemnifying party in connection with any
      negotiation or defense of any such action or Claim by the indemnifying party
      and
      shall furnish to the indemnifying party all information reasonably available
      to
      the Indemnified Party or Indemnified Person which relates to such action or
      Claim.  The indemnifying party shall keep the Indemnified Party or
      Indemnified Person fully apprised at all times as to the status of the defense
      or any settlement negotiations with respect thereto.  No indemnifying
      party shall be liable for any settlement of any action, claim or proceeding
      effected without its 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, consent to entry of
      any
      judgment or enter into any settlement or other compromise which does not include
      as an unconditional term thereof the giving by the claimant or plaintiff to
      such
      Indemnified Party or Indemnified Person of a release from all liability in
      respect to such Claim 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 with
      respect to all third parties, firms or corporations relating to the matter
      for
      which indemnification has been made.  The failure to deliver written
      notice to the indemnifying party within a reasonable time of the commencement
      of
      any such action shall not relieve such indemnifying party of any liability
      to
      the Indemnified Person or Indemnified Party under this Section 6, except to
      the
      extent that the indemnifying party is prejudiced in its ability to defend such
      action.

     

    (d)           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.

     

    (e)           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 to the
      fullest extent permitted by law; provided, however, that:  (i) 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 1933
      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 (ii) 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.

     

    8.           Reports
      Under the 1934 Act.

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Investors to sell securities of the Company to the public
      without registration ("Rule 144"), the Company agrees
      to:

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

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

     

    (b)           file
      with the SEC in a timely manner all reports and other documents required of
      the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements and the filing of such reports and other documents
      is required for the applicable provisions of Rule 144; and

     

    (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, the 1933 Act and the
      1934
      Act, (ii) a copy of the most recent annual or quarterly report of the Company
      and such other reports and documents so filed by the Company, and (iii) such
      other information as may be reasonably requested to permit the 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 1933 Act and applicable state securities laws; (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; and (v) such
      transfer shall have been made in accordance with the applicable requirements
      of
      the Securities Purchase Agreement.

     

    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.  Any amendment or waiver effected in accordance with this
      Section 10 shall be binding upon each Investor and the Company.  No
      such amendment 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 also is offered
      to all of the parties to this Agreement.

     

    11.           Miscellaneous.

     

    (a)           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 the record
      owner of such Registrable Securities.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    (b)           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); or (iii) one Business Day after deposit with a nationally recognized
      overnight delivery service, in each case properly addressed to the party to
      receive the same.  The addresses and facsimile numbers for such
      communications shall be:

     

    If
      to the
      Company:

    


    Maple
      Mountain Explorations Inc.

    #507,
      1313 East Maple Street, Suite 201

    Bellingham,
      WA 98225

    Telephone:     (360)
      824-6463

    Facsimile:        (360)
      824-6463

    Attention:       Marvin
      Wosk, President

    


     
      Copy to:

    


    Sichenzia
      Ross Friedman & Ference LLP

    61
      Broadway

    New
      York,
      NY 10006

    Telephone:
      212-981-6766

    Facsimile:
      212-930-9725

    Attention:
      Louis A. Brilleman

    


    
      	
               

            	
              If
                to Legal Counsel:

            


    

     

    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New
      York,
      New York  10022

    Telephone:      (212)
      756-2000

    Facsimile:         (212)
      593-5955

    Attention:        Eleazer
      Klein, Esq.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    If
      to a
      Buyer, to its address and facsimile number set forth on the Schedule of Buyers
      attached hereto, 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.  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
      containing the time, date, recipient facsimile number 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.

     

    (c)           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.

     

    (d)           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.  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.

     

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

     

    (f)           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.

     

    (g)           The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

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

     

    (i)           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.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    (j)           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, determined as if all of the Warrants held by Investors
      then outstanding have been exercised for Registrable Securities without regard
      to any limitations on exercise of the Warrants.

     

    (k)           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.

     

    (l)           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.

     

    (m)           If
      any provision of this Agreement is prohibited by law or otherwise determined
      to
      be invalid or unenforceable by a court of competent jurisdiction, the provision
      that would otherwise be prohibited, invalid or unenforceable shall be deemed
      amended to apply to the broadest extent that it would be valid and enforceable,
      and the invalidity or unenforceability of such provision shall not affect the
      validity of the remaining provisions of this Agreement so long as this Agreement
      as so modified continues to express, without material change, the original
      intentions of the parties as to the subject matter hereof and the prohibited
      nature, invalidity or unenforceability of the provision(s) in question does
      not
      substantially impair the respective expectations or reciprocal obligations
      of
      the parties or the practical realization of the benefits that would otherwise
      be
      conferred upon the parties.  The parties will endeavor in good faith
      negotiations to replace the prohibited, invalid or unenforceable provision(s)
      with a valid provision(s), the effect of which comes as close as possible to
      that of the prohibited, invalid or unenforceable provision(s).

     

    (n)           The
      obligations of each Buyer hereunder are several and not joint with the
      obligations of any other Buyer, and no provision of this Agreement is intended
      to confer any obligations on any Buyer vis-à-vis any other
      Buyer.  Nothing contained herein, and no action taken by any Buyer
      pursuant hereto, shall be deemed to constitute the Buyers as a partnership,
      an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Buyers are in any way acting in concert or as a group
      with
      respect to such obligations or the transactions contemplated
      herein.

     

    *
      * * * *
      *


    
      
              
        

          
            	                

                                                     
              	 	 


          
      
      

                  
      
    

         

      

      
        16

        
          

        

      

      
         

      

    


    


     

    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:

               

            
	
              MAPLE
                MOUNTAIN EXPLORATIONS INC.

              By:

              Name:Title:

            
	 


    

    


     


    
      
              
        

          
            	                

                                                      
              	 	 


          
      
      

                  
      
    

         

      

      
        17

        
          

        

      

      
         

      

    


     

    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:

               

            
	
              INVESTCORP
                INTERLACHEN MULTI-STRATEGY MASTER FUND

              By:

              Name:

              Title:

            
	 


    

    


     


    
      
              
        

          
            	                

                                      10524395.5                
              	 	 


          
      
      

                  [Signature
            Page to Registration Rights Agreement]      
    

         

      

      
        18

        
          

        

      

      
         

      

    


     

    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:

               

            
	
              [OTHER
                BUYERS]

              By:

              Name:

              Title:

            
	 


    

    


     

    


     


    
      
              
        

          
            	                

                                                      
              	 	 


          
      
      

                  [Signature
            Page to Registration Rights Agreement]      
    

         

      

      
        19

        
          

        

      

      
         

      

    


    


    SCHEDULE
      OF BUYERS

    


    
      	
               

              Buyer

            	
              Buyer
                Address

              and
                Facsimile Number

            	
              Buyer's
                Representative's Address

              and
                Facsimile Number

            
	 	 	 
	
              Investcorp
                Interlachen Multi-Strategy Master Fund

               

            	
              c/o
                Interlachen Capital Group LP

              800
                Nicollet Mall, Suite 2500

              Minneapolis,
                MN 55402-2034

              Attention:  Gregg
                T. Colburn

              Facsimile:  (612)
                659-4457

              Telephone:
                (612) 659-4407

               

               

            	
              Schulte
                Roth & Zabel LLP

              919
                Third Avenue

              New
                York, New York  10022

              Attention:  Eleazer
                Klein, Esq.

              Facsimile:  (212)
                593-5955

              Telephone:  (212)
                756-2000

            
	
              [Other
                Buyers]

            	 	 


    


    
      
              
        

          
            	                

                                                       
              	 	 


          
      
      

                  
      
    

         

      

      
        20

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    FORM
      OF NOTICE OF EFFECTIVENESS

     

    OF
      REGISTRATION STATEMENT

    


    


    Holliday
      Stock Transfer, Inc.

    2939
      N
      67th
      Place

    Scottsdale,
      AZ, 85251

    Telephone:
      (480) 481-3940

    Facsimile:
      (480) 481-3941

    


    Re:           Pegasi
      Energy Resources Corporation

     

    Ladies
      and Gentlemen:

    


    [We
      are][I am] counsel to Pegasi Energy
      Resources Corporation, a Nevada corporation (the
      "Company"), and have represented the Company in connection with
      that certain Securities Purchase Agreement, dated as of November [  ],
      2007 (the "SecuritiesPurchase 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 Common Stock, par value $0.001
      per
      share (the "Common Stock") and warrants exercisable for shares
      of Common Stock (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 resale of 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
      "1933 Act").  In connection with the Company's
      obligations under the Registration Rights Agreement, on ____________ ___, 2007,
      the Company filed a Registration Statement on Form
      S-3 (File No. 333-_____________) (the
      "Registration Statement") with the 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][I] advise you that a member of the SEC's staff has advised [us][me] by
      telephone that the SEC has entered an order declaring the Registration
      Statement effective under the 1933 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 1933 Act pursuant to the Registration
      Statement.

     

    This
      letter shall serve as our standing instruction to you that the shares of Common
      Stock are freely transferable by the Holders pursuant to the Registration
      Statement.  You need not require further letters from us to effect any
      future legend-free issuance or reissuance of shares of Common Stock to the
      Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions
      dated November [__], 2007.

     

    Very
      truly yours,

     

    [ISSUER'S
      COUNSEL]

     

    By:_____________________

     

    CC:           [LIST
      NAMES OF HOLDERS]


    
      
              
        

          
            	                

                                                      
              	 	 


          
      
      

                  
      
    

         

      

      
        21

        
          

        

      

      
         

      

    


    ANNEX
      I

    SELLING
      STOCKHOLDERS

     

    The
      shares of common stock being offered by the selling stockholders are those
      previously issued to the Selling Stockholders and those issuable to the Selling
      Stockholders upon exercise of the warrants.  For additional
      information regarding the issuances of common stock and the warrants, see
      "Private Placement of Common Shares and Warrants" above.  We are
      registering the shares of common stock in order to permit the selling
      stockholders to offer the shares for resale from time to time.  Except
      for the ownership of the shares of common stock and the warrants, the selling
      stockholders have not had any material relationship with us within the past
      three years.

     

    The
      table
      below lists the selling stockholders and other information regarding the
      beneficial ownership of the shares of common stock by each of the selling
      stockholders.  The second column lists the number of shares of common
      stock beneficially owned by each selling shareholder, based on its ownership
      of
      the shares of common stock and the warrants, as of ________, 2007, assuming
      exercise of the warrants held by the selling stockholders on that date, without
      regard to any limitations on exercise.

     

    The
      third
      column lists the shares of common stock being offered by this prospectus by
      the
      selling stockholders.

     

    In
      accordance with the terms of registration rights agreements with the holders
      of
      the shares of common stock and the warrants, this prospectus generally covers
      the resale of at least the sum of (i) the number of shares of common stock
      issued and (ii) 100% of the shares of common stock issued and issuable upon
      exercise of the related warrants, determined as if the outstanding warrants
      were
      exercised, as applicable, in full, as of the trading day immediately preceding
      the date this registration statement was initially filed with the
      SEC.  The fourth column assumes the sale of all of the shares offered
      by the selling stockholders pursuant to this prospectus.

     

    Under
      the
      terms of the warrants, a selling stockholder may not exercise the warrants,
      to
      the extent such exercise would cause such selling stockholder, together with
      its
      affiliates, to beneficially own a number of shares of common stock which would
      exceed 4.99% of our then outstanding shares of common stock following such
      exercise, excluding for purposes of such determination shares of common stock
      issuable upon exercise of the warrants which have not been
      exercised.  The number of shares in the second column does not reflect
      this limitation.  The selling stockholders may sell all, some or none
      of their shares in this offering.  See "Plan of
      Distribution."

     


    
      
              
        

          
            	                

                                                       
              	 	 


          
      
      

                  
      
    

         

      

      
        22

        
          

        

      

      
         

      

    


    


     

    
      	
              Name
                of Selling Stockholder

            	
              Number
                of Shares of Common Stock Owned Prior to Offering

            	
              Maximum
                Number of Shares of Common Stock to be Sold Pursuant to this
                Prospectus

            	
              Number
                of Shares of Common Stock Owned After Offering

            
	
              Investcorp
                Interlachen Multi-Strategy Master Fund (1)

            	 	 	
              0

            
	
              [Other
                Buyers]

            	 	 	 


    

    


     

    (1)           Interlachen
      Capital Group LP is the trading manager of Investcorp Interlachen Multi-Strategy
      Master Fund Limited and has voting and investment discretion over securities
      held by Investcorp Interlachen Multi-Strategy Master Fund
      Limited.  Andrew Fraley, in his role as Chief Investment Officer of
      Interlachen Capital Group LP, has voting control and investment discretion
      over
      securities held by Investcorp Interlachen Multi-Strategy Master Fund
      Limited.  Andrew Fraley disclaims beneficial ownership of the
      securities held by Investcorp Interlachen Multi-Strategy Master Fund
      Limited.


    
      
              
        

          
            	                

                                                      
              	 	 


          
      
      

                  
      
    

         

      

      
        23

        
          

        

      

      
         

      

    


    PLAN
      OF DISTRIBUTION

     

    We
      are
      registering the shares of common stock previously issued and the shares of
      common stock issuable upon exercise of the warrants to permit the resale of
      these shares of common stock by the holders of the common stock 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;

            


    

     

    
      	
              ·  

            	
              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.

            


    

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    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 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, 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.  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,
      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.

    


    



    
      
              
        

          
            	                

                                      10524395.5                
              	 	 


          
      
      

                  
      
    

         

      

      
        25