ex10_2.htm


    
      

    

    Exhibit
      10.2

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    REGISTRATION
      RIGHTS AGREEMENT
      (this "Agreement"),
      dated as of December 20, 2007, by and among EnterConnect, Inc., a Nevada
      Corporation, with headquarters located at 100 Century Center Court, Suite 650,
      San Jose, California 95112 (the "Company"), and the undersigned
      buyers (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 set forth in the Securities Purchase Agreement, to issue and sell
      to
      each Buyer (i) senior secured convertible notes (the "Notes") which will, among
      other things, be convertible into shares of the Company's common stock, par
      value $0.001 per share (the "Common Stock," as converted,
      collectively, the "Conversion
      Shares") and (ii) warrants (the "Warrants"), which will
      be
      exercisable to purchase shares of Common Stock (as exercised collectively,
      the
      "Warrant
      Shares").

    


    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
      Effective Date"
      means the date the Additional Registration Statement is declared effective
      by
      the SEC.

    


    b.           "Additional
      Effectiveness
      Deadline" means the date which is thirty (30) calendar days after the
      earlier of the Additional Filing Date and the Additional Filing Deadline or
      in
      the event that the Registration Statement is subject to a full review by the
      SEC, ninety (90) calendar days after the earlier of the Additional Filing Date
      and the Additional Filing Deadline.

    


    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 any 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 Effective Date or the most recent Additional Effective
      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 Notes, Conversion Shares, the Warrant Shares,
      the
      Warrants or Cutback Shares as a result of any stock split, stock dividend,
      recapitalization, exchange or similar event or otherwise, without regard to
      any
      limitations on conversion and/or redemption of the Notes or exercise of the
      Warrants.

    


    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 any Cutback Shares not previously included on a
      Registration Statement, all subject to adjustment as provided in Section 2(f),
      without regard to any limitations on conversions and/or redemptions of the
      Notes
      or exercises of the Warrants.

    


    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 (without regard to clause (II) in
      the
      definition 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.  For the purpose of determining
      the
      Cutback Securities, in order to determine any applicable Required Registration
      Amount, first the Warrant Shares shall be excluded on a pro rata basis until
      all
      of the Warrant Shares have been excluded.

    


    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
      Effective Date" means
      the date that the Initial Registration Statement has been declared effective
      by
      the SEC.

    


    o.           "Initial
      Effectiveness
      Deadline" means the date
      (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 Initial Registration Statement is subject to a full review
      by the SEC, one-hundred and twenty (120) calendar days after the Closing
      Date.


    
      
         

      

      
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    p.           "Initial
      Filing Deadline" means
      the date which is thirty (30) calendar days after the Closing Date.

    


    q.           "Initial
      Registrable
      Securities" for the Initial Registration Statement means (i) the
      Conversion Shares issued or issuable upon conversion of the Notes, (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 Notes,
      Conversion Shares, the Warrant Shares or the Warrants as a result of any stock
      split, stock dividend, recapitalization, exchange or similar event or otherwise,
      without regard to any limitations on conversion and/or redemption of the Notes
      or exercise of the Warrants.

    


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

    


    s.           "Initial
      Required Registration
      Amount" means (I)
130% of the
      sum of
the number of Conversion Shares issued and issuable pursuant to the
      Notes
      as of the Trading Day (as defined in the Securities Purchase Agreement)
      immediately preceding the applicable date of determination, and (ii) the number
      of Warrant Shares issued and issuable pursuant to the Warrants as of the Trading
      Day immediately preceding the applicable date of determination and, all subject to adjustment
      as provided
      in Section 2(f), without regard to any limitations on exercises of the Warrants
      or (II) such other amount as may be required by the staff of the SEC pursuant
      to
      Rule 415 with any cutback applied pro rata to all Registrable
      Securities.

    


    t.           "Investor"
      means a Buyer or 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 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.

    


    x.           "Registration
      Statement" means
      the Initial Registration Statement and the Additional Registration Statement,
      as
      applicable.


    
      
         

      

      
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    y.           "Required
      Holders" means the
      holders of at least a majority 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
      promulgated 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(e).  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.  The Initial
      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 Exhibit
      B.  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
      Initial Registration Statement.

    


    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 determined as of the date such
      Additional 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 Exhibit
      B.  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
      Additional Registration Statement.


    
      
         

      

      
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    c.           Allocation
      of Registrable
      Securities.  The initial number of Registrable Securities
      included in any Registration Statement and any increase in the number of
      Registrable Securities included therein shall be allocated pro rata among the
      Investors based on the number of Registrable Securities held by each Investor
      at
      the time the Registration Statement covering such initial number of Registrable
      Securities or increase thereof is declared effective by the SEC.  In
      the event that an Investor sells or otherwise transfers any of such Investor's
      Registrable Securities, each transferee 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) or Section 2(b) 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(c), 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 therefor 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 the Registration Statement is less than the product
      determined by multiplying (i) the Required Registration Amount as of such time
      by (ii) 0.90.  The calculation set forth in the foregoing sentence
      shall be made without regard to any limitations on the conversion and/or
      redemption of the Notes or exercise of the Warrants and such calculation shall
      assume that the Notes are then convertible into shares of Common Stock at the
      then prevailing Conversion Rate (as defined in the Notes) and that the Warrants
      are then exercisable for shares of Common Stock at the then prevailing Exercise
      Price (as defined in the Warrants).


    
      
         

      

      
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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 of the
      Registrable Securities required to be covered thereby and required to be filed
      by the Company pursuant to this Agreement is (A) not filed with the SEC on
      or
      before the 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 Effective Date sales of all of the
      Registrable Securities required to be included on such Registration Statement
      cannot be made (other than during an Allowable Grace Period (as defined in
      Section 3(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), the Company shall pay to each holder of Registrable Securities relating
      to such Registration Statement an amount in cash equal to one and one half
      percent (1.5%) of the aggregate Purchase Price (as such term is defined in
      the
      Securities Purchase Agreement) of such Investor's Registrable Securities whether
      or not included in such Registration Statement, on each of the following
      dates:  (i) the day of a Filing Failure; (ii) the day of an
      Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv)
      on
      every thirtieth day after the day of a Filing Failure and thereafter (pro rated
      for periods totaling less than thirty days) until such Filing Failure is cured;
      (v) on every thirtieth day after the day of an Effectiveness Failure and
      thereafter (pro rated for periods totaling less than thirty days) until such
      Effectiveness Failure is cured; and (vi) on every thirtieth day after the
      initial day of a Maintenance Failure and thereafter (pro rated for periods
      totaling less than thirty days) 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.


    
      
         

      

      
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    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 promptly prepare and file with the SEC a Registration Statement
      with respect to the Registrable Securities and use its best efforts to cause
      such Registration Statement relating to the Registrable Securities to become
      effective as soon as practicable after such filing (but in no event later than
      the Effectiveness Deadline).  The Company shall keep each Registration
      Statement effective pursuant to Rule 415 at all times until the 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 of the Registrable Securities
      covered by such Registration Statement (the "Registration
      Period").  The Company shall ensure that each Registration
      Statement (including any amendments or supplements thereto and prospectuses
      contained therein) shall not contain any untrue statement of a material fact
      or
      omit to state a material fact required to be stated therein, or necessary to
      make the statements therein (in the case of prospectuses, in the light of the
      circumstances in which they were made) not misleading.  The term "best
      efforts" shall mean, among other things, that the Company shall submit to the
      SEC, within two (2) Business Days after the later of the date that (i) the
      Company learns that no review of a particular Registration Statement will be
      made by the staff of the SEC or that the staff has no further comments on a
      particular Registration Statement, as the case may be, and (ii) the approval
      of
      Legal Counsel pursuant to Section 3(c) (which approval is immediately sought),
      a
      request for acceleration of effectiveness of such Registration Statement to
      a
      time and date not later than two (2) Business Days after the submission of
      such
      request.  The Company shall respond in writing to comments made by the
      SEC in respect of a Registration Statement as soon as practicable, but in no
      event later than fifteen (15) days after the receipt of comments by or notice
      from the SEC that an amendment is required in order for a Registration Statement
      to be declared effective.

    


    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-Q, Form 10-QSB, Form 10-K, Form 10-KSB 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.


    
      
         

      

      
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    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 or Form 10-KSB, Quarterly Reports on
      Form 10-Q or Form 10-QSB, 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 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, 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 or e-mail 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.

    


    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 or an Investor believes that it could
      reasonably be deemed to be an underwriter of Registrable Securities, 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.


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    i.           If
      any Investor is required under applicable securities laws to be described in
      the
      Registration Statement as an underwriter or an Investor believes that it could
      reasonably be deemed to be an underwriter of Registrable Securities, 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 of the Registrable
      Securities covered by a Registration Statement to be listed on each securities
      exchange on which securities of the same class or series issued by the Company
      are then listed, if any, if the listing of such Registrable Securities is then
      permitted under the rules of such exchange or (ii) secure the inclusion for
      quotation of all of the Registrable Securities on The NASDAQ Global Select
      Market or (iii) if, despite the Company's best efforts, the Company is
      unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the
      inclusion for quotation on The NASDAQ Global Market, The New York Stock
      Exchange, The NASDAQ Capital Market or the American Stock Exchange for such
      Registrable Securities 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, Inc. ("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).


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    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.

    


    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 applicable 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.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    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 (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, 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 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 Buyer
      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 Buyer 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.

    


    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 the 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 and maintain 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.


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    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 the copies of the
      supplemented or amended prospectus 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 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 $20,000
      for each such registration,
      filing
      or qualification.

    


    6.           Indemnification.

    


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

    


    a.           To
      the fullest extent permitted by law, the Company will, and hereby does,
      indemnify, hold harmless and defend each Investor, the directors, officers,
      members, partners, employees, agents, representatives of, and each Person,
      if
      any, who controls any Investor within the meaning of the 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 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.


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    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 shall reimburse the Indemnified Party, promptly
      as such expenses are incurred and are due and payable, for 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 the 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.


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    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 all such Indemnified Person or Indemnified Party
      to be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person 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
      reasonably 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.


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    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 amount of net 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:

    


    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.


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    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 or 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 such record
      owner of such Registrable Securities.

    


    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:


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    If
      to the
      Company:

    


    EnterConnect
      Inc.

    100
      Century Center Court

    Suite
      650

    San
      Jose,
      California 95112-4537

    Telephone:    
      (408) 441-9500

    Facsimile:       (408)
      452-9040

    Attention:     
      Sam Jankovich

    


    With
      a
      copy (for informational purposes only) to:

    


    Andrew
      N.
      Bernstein, P.C.

    5445
      DTC
      Parkway, Suite 520

    Greenwood
      Village, Colorado 80111

    Facsimile
      No.:    (303) 770-7332

    Telephone
      No.:  (303) 770-7131

    Attn.:
      Andrew N. Bernstein, Esq.

    


    


    If
      to the
      Transfer Agent:

    


    Interwest
      Transfer Co., Inc.

    1981
      East
      4800 South, Suite 100

    PO
      Box
      17136

    Salt
      Lake
      City, UT 84117

    Telephone:    
      801-272-9294

    Facsimile:      
      801-277-3147

    Attention:    
       Kurt Hughes

    


    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 N. Klein, Esq.

    


    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.


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    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.  If any provision of this Agreement
      shall be invalid or unenforceable in any jurisdiction, such invalidity or
      unenforceability shall not affect the validity or enforceability of the
      remainder of this Agreement in that jurisdiction or the validity or
      enforceability of any provision of this Agreement in any other
      jurisdiction.  EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

    


    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.


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    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.

    


    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.

    


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

    


    *
      * * * *
      *

    


    [Signature
      Page Follows]


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    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:

            	 
	 	 	 	 
	 	
              ENTERCONNECT,
                INC.

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:
                Sam Jankovich

            	 
	 	 	
              Title:
                Chairman & Chief
                Executive

            	 
	 	 	
              Officer

            	 


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    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:

            	 
	 	 	 	 
	 	
              HIGHBRIDGE
                INTERNATIONAL LLC

            	 
	 	
              By:
                Highbridge Capital Management LLC

            	 
	 	
              Its
                Trading Manager

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              ALAN
                JOHN MURRAY

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              ALAN
                YOSHIHARA SERIKAWA

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              BRIAN
                L, GROETSCH, SR.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              VALERIE
                CHEESEMAN

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              CHRISTOPHER
                J. EIGEL

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              DAVID
                R. SPENCER

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              MADELINE
                GAYLE ADAMS

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              GRANT
                LAU

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              JIM
                RITSCH

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              LAWRENCE
                STONE MCGEE III, MD

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              MARC
                S. CAHN

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              MARIO
                CERNEKA

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              MACCOLLUM
                FAMILY TRUST

            	 
	 	
              By:
                Maxwell S. MacCollum, as Trustee

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              NORMAN
                A. DUDZIAK

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        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.

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              RALPH
                V. KAPLAN, MD

            	 
	 	 	 	 
	 	 	 	 
	 	
              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.

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              VERONNE
                J. CRAWFORD TRUST

            	 
	 	
              By:
                Veronne J. Crawford, as Trustee

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        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.

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              ALAN
                WALTER STIEHL

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              ALAN
                P. POWER

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              PROFESSIONAL
                OFFSHORE OPPORTUNITY FUND, LTD.

            	 
	 	
              By:
                Marc K. Swickle, as Manager

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              IROQUOIS
                MASTER FUND LTD.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


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

    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              CRANSHIRE
                CAPITAL, LP

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


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

    


    


    
      	 	
              OTHER
                BUYERS:

            	 
	 	 	 	 
	 	
              GEORGE
                KRAUSS

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    SCHEDULE
      OF BUYERS

    


    
      	
              (1)

            	 	
              (2)

            	 	
              (3)

            	 	
              (4)

            	 	
              (5)

            	 	
              (6)

            
	 	 	 	 	 	 	 	 	 	 	 
	
              
                Buyer

              

            	 	
              
                Address
                  and Facsimile Number

              

            	 	
              
                Aggregate
                  Principal Amount of Notes

              

            	 	
              
                Number
                  of Warrant Shares

              

            	 	
              
                Purchase
                  Price

              

            	 	
              
                Legal
                  Representative's Address and Facsimile
                  Number

              

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Highbridge
                International 

            	 	
              c/o
                Highbridge Capital

            	 	
              $2,500,000

            	 	
              4,166,667

            	 	
              2,500,000

            	 	
              Schulte
                Roth & Zabel LLP

            
	LLC	 	
              Management,
                LLC

            	 	 	 	 	 	 	 	
              919
                Third Avenue

            
	 	 	
              9
                West 57th St, 27th Floor

            	 	 	 	 	 	 	 	
              New
                York, New York  10022

            
	 	 	
              New
                York, NY 10019

            	 	 	 	 	 	 	 	
              Attention:  Eleazer
                Klein, Esq.

            
	 	 	
              Attn:
                Ari J. Storch / Adam J. Chill

            	 	 	 	 	 	 	 	
              Facsimile:
                (212) 593-5955

            
	 	 	
              Tel:
                212-287-4720

            	 	 	 	 	 	 	 	
              Telephone:  (212)
                756-2376

            
	 	 	
              Fax:
                212-751-0755

            	 	 	 	 	 	 	 	 
	 	 	
              Residence:
                Cayman Islands

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Professional
                Offshore

            	 	
              1400
                Old Country Road, Suite 206

            	 	
              $1,000,000

            	 	
              1,666,667

            	 	
              $1,000,000

            	 	
              N/A

            
	
              Opportunity
                Fund, Ltd.

            	 	
              Westbury,
                New York 11590

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Cranshire
                Capital, LP

            	 	
              3100
                Dundee Rd., Suite 703

            	 	
              $250,000

            	 	
              416,667

            	 	
              $250,000

            	 	
              N/A

            
	 	 	
              Northbrook,
                IL 60062

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Iroquois
                Master Fund Ltd.

            	 	
              641
                Lexington Ave.

            	 	
              $250,000

            	 	
              416,667

            	 	
              $250,000

            	 	
              N/A

            
	 	 	
              26th
                Floor

            	 	 	 	 	 	 	 	 
	 	 	
              New
                York, New York 10022

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Adams,
Madeline Gayle

            	 	
              134
                Canteen

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              Canyon
                Lake, TX 78133

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Cahn,
Marc S.

            	 	
              1496
                Tamarack Avenue

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              Boulder,
                CO 80304

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Cerneka,
Mario

            	 	
              14432
                Adelta Drive

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              Lamirada,
                CA 90638

            	 	 	 	 	 	 	 	 


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    
      	
              Cheeseman,
Valerie

            	 	
              330
                North 900 West #H

            	 	
              $23,000

            	 	
              38,333

            	 	
              $23,000

            	 	
              N/A

            
	 	 	
              Cedar
                City, UT 84720

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Crawford,
Veronne J.,

            	 	
              4800
                Wildcat Run

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	
              Trustee

            	 	
              Springfield,
                IL 62711

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Dudziak,
Norman A.,
Jr.

            	 	
              32
                Washington Road

            	 	
              $50,000

            	 	
              83,333

            	 	
              $50,000

            	 	
              N/A

            
	 	 	
              Berington,
                RI 02806

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Eigel,
Christopher J.

            	 	
              595
                Glendale Drive

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              Glenview,
                IL 60025

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Groetsch,
Brian L.,
Sr.

            	 	
              Winter:
                980 Greenwood Court

            	 	
              $50,000

            	 	
              83,333

            	 	
              $50,000

            	 	
              N/A

            
	 	 	
              Sanibel,
                FL 33557

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Kaplan,
Ralph V.,
M.D.

            	 	
              139
                East Broadway

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              New
                York, NY 10002

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Krauss,
George

            	 	
              1214
                Howard #202

            	 	
              $250,000

            	 	
              416,667

            	 	
              $250,000

            	 	
              N/A

            
	 	 	
              Omaha,
                NE 68102

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Lau,
Grant

            	 	
              241
                East Hooper Avenue

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              Soda
                Springs, ID 83276

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              MacCollum,
Maxwell S.

            	 	
              126
                East Desert Park Lane

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              Phoenix,
                AZ 85020

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              McGee,
LawrenceStone
III,
MD

            	 	
              108
                Pine Acres Drive

            	 	
              $62,500

            	 	
              104,167

            	 	
              $62,500

            	 	
              N/A

            
	 	 	
              Spartanburg,
                SC 29307

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Murray,
Alan John

            	 	
              3540
                Riverbend Road

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              Birmingham,
                AL 35243

            	 	 	 	 	 	 	 	 


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	
              Power,
Alan

            	 	
              1314
                Cabrillo Avenue

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              Venice,
                CA 90291

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Ritsch,
James J.

            	 	
              2128
                High Point Drive

            	 	
              $50,000

            	 	
              83,333

            	 	
              $50,000

            	 	
              N/A

            
	 	 	
              Altoona,
                WI 54720

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Serikawa,
                Yoshihara

            	 	
              1470
                Ala Napunani Street

            	 	
              $50,000

            	 	
              83,333

            	 	
              $50,000

            	 	
              N/A

            
	 	 	
              Honolulu,
                HI 96818

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Spencer,
David R.

            	 	
              3810
                Grand Plantation Lane

            	 	
              $25,000

            	 	
              41,667

            	 	
              $25,000

            	 	
              N/A

            
	 	 	
              Missouri
                City, TX 77459

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Stiehl,
Walter A.

            	 	
              48
                Puritan Road

            	 	
              $12,500

            	 	
              20,833

            	 	
              $12,500

            	 	
              N/A

            
	 	 	
              Somerville,
                MA 02145

            	 	 	 	 	 	 	 	 


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    FORM
      OF NOTICE OF
      EFFECTIVENESS

    OF
      REGISTRATION
      STATEMENT

    


    Interwest
      Transfer Co., Inc.

    1981
      East
      4800 South, Suite 100

    PO
      Box
      17136

    Salt
      Lake
      City, UT 84117

    Attention:     Kurt
      Hughes

    


    Re:           EnterConnect,
      Inc.

    


    Ladies
      and Gentlemen:

    


    [We
      are][I am] counsel to EnterConnect, Inc., a Nevada corporation (the "Company"), and have
      represented the Company in connection with that certain Securities Purchase
      Agreement (the "Securities
      Purchase Agreement") entered into by and among the Company and the buyers
      named therein (collectively, the "Holders") pursuant to which
      the Company issued to the Holders senior secured convertible notes (the "Notes") which shall be
      convertible into 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 Registrable Securities (as defined in the Registration Rights
      Agreement), including the shares of Common Stock issuable upon conversion of
      the
      Notes and 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 ____________ ___, 200_, the Company filed a Registration Statement
      on Form SB-2 (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][I] 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.


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    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 December __,
      2007.

    


    Very
      truly yours,

    


    [ISSUER'S
      COUNSEL]

    


    By:_____________________

    


    CC:           [LIST
      NAMES OF HOLDERS]


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    SELLING
      STOCKHOLDERS

    


    The
      shares of common stock being offered by the selling stockholders are issuable
      upon conversion of the convertible notes, and upon exercise of the
      warrants.  For additional information regarding the issuance of those
      convertible notes and warrants, see "Private Placement of Convertible Notes
      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 convertible notes and
      the warrants issued pursuant to the Securities Purchase Agreement, 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 stockholder, based on its ownership
      of
      the convertible notes and warrants, as of ________, 2007, assuming conversion
      of
      all convertible notes and exercise of the warrants held by the selling
      stockholders on that date, without regard to any limitations on conversions
      or
      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 a registration rights agreement with the selling
      stockholders, this prospectus generally covers the resale of at least 130%
      of
      the sum of (i) the number of shares of common stock issuable upon conversion
      of
      the convertible notes as of the Trading Day immediately preceding the date
      the
      registration statement is initially filed with the SEC, and (ii) the number
      of
      shares of common stock issuable upon exercise of the related warrants as of
      the
      Trading Day immediately preceding the date the registration statement is
      initially filed with the SEC.  Because the
      conversion price of the convertible notes and the exercise price of the warrants
      may be adjusted, the number of shares that will actually be issued may be more
      or less than the number of shares being offered by this
      prospectus.  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 convertible notes and the warrants, a selling stockholder may
      not
      convert the convertible notes or exercise the warrants to the extent such
      conversion or 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
      conversion or exercise, excluding for purposes of such determination shares
      of
      common stock issuable upon conversion of the convertible notes which have not
      been converted and 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."


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              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

            
	 	 	 	 
	
              Highbridge
International
                LLC (1)

            	 	 	
              0

            
	 	 	 	 
	
              (Other
                Buyers)

            	 	 	 


    

    


    


    (1)           
Highbridge
      Capital Management, LLC is the trading manager of Highbridge International
      LLC
      and has voting control and investment discretion over securities held by
      Highbridge International LLC. Glenn Dubin and Henry Swieca control Highbridge
      Capital Management, LLC. Each of Highbridge Capital Management, LLC, Glenn
      Dubin
      and Henry Swieca disclaim beneficial ownership of the securities held by
      Highbridge International LLC.


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    PLAN
      OF DISTRIBUTION

    


    We
      are
      registering the shares of common stock issuable upon conversion of the
      convertible notes and upon exercise of the warrants to permit the resale of
      these shares of common stock by the holders of the convertible notes 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.

            


    

    


    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 convertible notes, 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.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    There
      can
      be no assurance that any selling stockholder will sell any or all of the shares
      of common stock registered pursuant to the 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 agreement, or we may be entitled to
      contribution.

    


    Once
      sold
      under the 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.

     

     

    3