EXHIBIT
        B

      


      AMERICAN
        ETHANOL, INC.

      AMENDED
        AND RESTATED REGISTRATION RIGHTS AGREEMENT

      


      THIS
        AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as
        of February 28, 2007 by and among AMERICAN ETHANOL, INC., a Nevada corporation
        (the “Company”), the purchasers of Series A Preferred Stock of the Company (the
“Series A Investors”) pursuant to those certain Series A Preferred Stock
        Subscription Agreements dated as of varying dates in February, March and
        April,
        2006 (the “Series A Agreements”) and the purchasers of Series B Preferred Stock
        of the Company (the “First Series B Investors”) pursuant to that certain
Series
        B
        Preferred Stock Purchase Agreement
        dated
        September 5, 2006, (the “First Series B Agreements”), and the purchasers of
        Series B Preferred Stock of the Company (the “Second Series B Investors” and
        together with the First Series B Investors, the “Series B Investors”) pursuant
        to that certain Series
        B
        Preferred Stock Purchase Agreement
        of even
        date herewith (the “Second Series B Agreements” and together with the First
        Series B Agreements, the “Series B Agreements”) (the Series A Investors and the
        Series B Investors being collectively referred to herein as the
“Investors”).

      


      WHEREAS,
        in connection with the First Series B Agreements, the Company, the Series
        A
        Investors and the First Series B Investors entered into that certain Amended
        and
        Restated Registration Rights Agreement dated September 5, 2006 (the “Prior
        Rights Agreement”);

      


      WHEREAS,
        pursuant to the Second Series B Agreements, the Company shall sell and the
        Second Series B Investors shall purchase up to 20,000,000 shares of Series
        B
        Preferred Stock of the Company (the “Series B Preferred” and, collectively with
        the Series A Preferred, the “Preferred Stock”);

      


      WHEREAS,
        the obligation of each of the Second Series B Investors to purchase their
        respective shares of Series B Preferred is conditioned upon, among other
        things,
        the execution and delivery of this Agreement;

      


      WHEREAS,
        a majority of the Series A Preferred and the First Series B Preferred have
        consented to the amendment and restatement of the Prior Rights Agreement
        in its
        entirety and to accept the rights created pursuant hereto in lieu of the
        rights
        granted to them under the Prior Rights Agreement;

      


      WHEREAS,
        the Second Series B Investors desire to enter into this Agreement with the
        Series A Investors, the First Series B Investors and the Company and upon
        so
        doing, this Agreement shall be binding upon all holders of the Preferred
        Stock
        and shall supersede the Prior Rights Agreement and any and all other agreements
        regarding the subject matter hereof;

      


      WHEREAS,
        the Company has entered into an agreement with Marwich II,
        Ltd.
        (“Marwich”), a Colorado corporation, which shares of common stock are currently
        registered with the Commission and quoted on the NASD OTC Bulletin Board
        under
        the trading symbol “MWII,” pursuant to which the Company will merge
        with and into Marwich (the “Merger Agreement”);
        provided,
        however,
        that
        the offering of the Series B Preferred is not conditioned on the completion
        of
        such merger;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      NOW,
        THEREFORE, the parties hereto hereby covenant and agree as follows:

       

      1. Certain
        Definitions.
        As used
        in this Agreement, the following terms shall have the following respective
        meanings:

      “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.

       

      “Commission”
shall
        mean the Securities and Exchange Commission or any other federal agency at
        the
        time administering the Securities Act.

       

      “Common
        Stock”
shall
        mean the Common Stock of the Company.

       

      “Exchange
        Act”
shall
        mean the Securities Exchange Act of 1934, as amended, or any similar federal
        statute, and the rules and regulations of the Commission thereunder, all
        as the
        same shall be in effect at the time.

       

      “Holder”
or
        “Holders”
shall
        mean any Person or Persons to whom Registrable Securities were originally
        issued
        or permitted transferees under this Agreement who hold Registrable
        Securities.

       

      “Liquidity
        Event”
shall
        mean (i) any merger, consolidation or business combination of the Company
        with
        any other entity other than an affiliate of the Company and pursuant to which
        the Company is not the surviving entity, (ii) any sale of all or substantially
        all of the assets of the Company, or (iii) any bona fide offer by the Company
        or
        a third party, approved by the Company’s board of directors, to purchase, at a
        price not less than fair market value, all or substantially all of the
        securities of the Company.

       

      “Merger”
shall
        mean the merger between the Company and Marwich pursuant to the Merger
        Agreement, or, if such merger is not consummated, a merger between the Company
        and a Public Shell or a wholly-owned subsidiary of a Public Shell, which
        qualifies as a “Reverse Merger” under the Company’s Amended and Restated
        Articles of Incorporation as in effect on the Series B Agreements Closing
        Date.

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

       

      “Placement
        Agent”
shall
        mean Chadbourn Securities, Inc. and/or any other placement agent engaged
        by the
        Company in connection with the Series B Agreements.

       

      “Placement
        Agent Warrants”
shall
        mean warrants to purchase Common Stock issued to the Placement Agent pursuant
        to
        the Engagement Letter between the Company and Chadbourn Securities,
        Inc.

       

      
        
          
          

        

        
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      “Prospectus”
shall
        mean (i)
        the
        prospectus included in a Registration Statement (including, without limitation,
        a prospectus that includes any information previously omitted from a prospectus
        filed as part of an effective Registration Statement in reliance upon
        Rule 430A, 430B or 430C promulgated under the Securities Act), as amended
        or supplemented by any prospectus supplement, with respect to the terms of
        the
        offering of any portion of the Registrable Securities covered by the
        Registration Statement, and all other amendments and supplements to the
        Prospectus, including post-effective amendments, and all material incorporated
        by reference or deemed to be incorporated by reference in such Prospectus
        and
        (ii) any “free writing prospectus” as defined in Rule 405 promulgated under the
        Securities Act.

       

      “Public
        Sale”
shall
        mean any sale of securities to the public pursuant to (i) an offering registered
        under the Securities Act or (ii) the provisions of Rule 144 (or any similar
        rule
        or rules then in effect) under the Securities Act. 

       

      “Public
        Shell”
shall
        mean a company identified by the Company’s management as an appropriate party to
        a Reverse Merger, which is a reporting company under Section 13 or 15 of
        the
        Securities Act or 1934, as amended, whose securities are quoted on the OTC
        Bulletin Board, NASDAQ Capital Market or a national securities exchange in
        the
        United States.

       

      “Register,”
        “registered”
and
        “registration”
shall
        mean a registration effected by preparing and filing a registration statement
        or
        statements or similar documents in compliance with the Securities Act and
        the
        declaration or ordering of effectiveness of such registration statement or
        document by the Commission.

       

      “Registrable
        Securities”
shall
        mean (i) shares
        of
        Common Stock issued or issuable pursuant to the conversion of the Preferred
        Stock, (ii) shares of Common Stock issued or issuable pursuant to the exercise
        of the Placement Agent Warrants, and (ii) stock
        issued with respect to or in any exchange for or in replacement of stock
        referred to in (i) and/or (ii) hereof. 

       

      “Registration
        Statement”
means
        a
        registration statement of the Company, a successor entity or the Public Shell,
        filed under the 1933 Act covering the Registrable Securities.

       

      “Requisite
        Period”
shall
        mean, (i) with respect to a firm commitment underwritten public offering,
        the
        period commencing on the effective date of the Registration Statement and
        ending
        on the date each underwriter has completed the distribution of all securities
        purchased by it, and, (ii) with respect to any other registration, the period
        commencing on the effective date of the Registration Statement and ending
        on the
        earlier of the date on which the sale of all Registrable Securities covered
        thereby is completed or 90 days after such effective date.

      “Securities
        Act”
shall
        mean the Securities Act of 1933, as amended, or any similar federal statue,
        and
        the rules and regulations of the Commission thereunder, all as the same shall
        be
        in effect at the applicable time.

       

      “Series
        B Agreements Closing Date”
shall
        mean the closing date of the sale of shares of Series B Preferred in the
        offering to the Second Series B Investors pursuant to the Second Series
        B
        Agreements.

       

      
        
          
          

        

        
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       2. Registration
        Following a Merger.

       

      (a) Filing
        of Registration Statement.
        Promptly following the closing of the Merger (the “Merger Closing Date") but no
        later than thirty (30) days after the Merger Closing Date (the "Filing
        Deadline"), the Company shall prepare and file with the Commission one
        Registration Statement on Form S-1 or Form SB-2 (or, if Form S-1 or Form
        SB-2 is
        not then available to the Company, on such form of registration statement
        as is
        then available to effect a registration for resale of the Registrable
        Securities), covering the resale of the Registrable Securities. Such
        Registration Statement also shall cover, to the extent allowable under the
        1933
        Act and the rules promulgated thereunder (including Rule 416), such
        indeterminate number of additional shares of Common Stock resulting from
        stock
        splits, stock dividends or similar transactions involving any adjustments
        with
        respect to the Registrable Securities. The Registration Statement (and each
        amendment or supplement thereto, and each request for acceleration of
        effectiveness thereof) shall be provided in accordance with Section 2(c)
        to the
        Investors’ counsel prior to its filing or other submission.

      (b) Effectiveness.
        

       

      (i) The
        Company shall use commercially reasonable efforts to have the Registration
        Statement declared effective as soon as practicable. The Company shall notify
        the Investors by facsimile or e-mail as promptly as practicable, and in any
        event, within one Business Day, after the Registration Statement is declared
        effective and shall simultaneously provide the Investors with copies of the
        Prospectus to be used in connection with the sale or other disposition of
        the
        securities covered thereby. 

       

      (ii) If
        (A) a
        Registration Statement covering the Registrable Securities is not declared
        effective by the Commission within (i) one hundred fifty (150) days after
        the
        Filing Deadline, in the event that the Registration Statement is selected
        for
        review by the Commission, or (ii) ninety (90) days after the Filing Deadline,
        in
        the event that the Registration Statement is not selected for review by the
        Commission, or (B) after the Registration Statement has been declared effective
        by the Commission, sales cannot be made pursuant to such Registration Statement
        for any reason (including without limitation by reason of a stop order, or
        the
        Company's failure to update the Registration Statement), but excluding the
        inability of any Investor to sell the Registrable Securities covered thereby
        due
        to market conditions and except as excused pursuant to subparagraph (ii)
        below,
        then the Company will make pro rata payments to each Investor, as liquidated
        damages and not as a penalty, in an amount equal to 0.5% of the aggregate
        purchase price paid by such Investor for the Preferred Stock for each 30-day
        period or pro rata for any portion thereof following (i) the date by which
        or on
        which such Registration Statement should have been filed or effective, as
        the
        case may be, or (ii) the date on which sales could not be made as set forth
        in
        (B) above, and until the date on which the Registration Statement is filed
        or
        becomes effective or regains its effectiveness, as the case may be (the
        "Blackout Period"). Such payments shall be in full compensation to the
        Investors, and shall constitute the Investors' exclusive remedy for such
        events.
        The amounts payable as liquidated damages pursuant to this paragraph shall
        be
        paid monthly within three (3) Business Days of the last day of each month
        following the commencement of the Blackout Period until the termination of
        the
        Blackout Period. Such payments shall be made to each Investor in cash or
        shares
        of common stock, at the Company’s option.

       

      
        
          
          

        

        
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      (iii) For
        not
        more than forty-five (45) consecutive days or for a total of not more than
        ninety (90) days in any twelve (12) month period, the Company may delay the
        disclosure of material non-public information concerning the Company, by
        suspending the use of any Prospectus included in any registration contemplated
        by this Section containing such information, the disclosure of which at the
        time
        is not, in the good faith opinion of the Company, in the best interests of
        the
        Company (an "Allowed Delay"); provided,
        that the
        Company shall promptly (a) notify the Investors in writing of the existence
        of
        (but in no event, without the prior written consent of an Investor, shall
        the
        Company disclose to such Investor any of the facts or circumstances regarding)
        material non-public information giving rise to an Allowed Delay, (b) advise
        the
        Investors in writing to cease all sales under the Registration Statement
        until
        the end of the Allowed Delay and (c) use commercially reasonable efforts
        to
        terminate an Allowed Delay as promptly as practicable.

       

      (c) Company
        Obligations.
        The
        Company will use commercially reasonable efforts to effect the registration
        of
        the Registrable Securities pursuant to this Section 2 in accordance with
        the
        terms hereof, and pursuant thereto the Company will, as expeditiously as
        possible:

       

      (i) use
        commercially reasonable efforts to cause such Registration Statement to become
        effective and to remain continuously effective for a period that will terminate
        upon the earlier of (i) the date on which all Registrable Securities covered
        by
        such Registration Statement as amended from time to time, have been sold
        or (ii)
        the date at which all the Registrable Securities covered by such Registration
        Statement as amended from time to time, can be sold in any three-month period
        without registration in compliance with Rule 144 of the Securities Act (the
        "Effectiveness Period") and advise the Investors in writing when the
        Effectiveness Period has expired;

       

      (ii) prepare
        and file with the Commission such amendments and post-effective amendments
        to
        the Registration Statement and the Prospectus as may be necessary to keep
        the
        Registration Statement effective for the Effectiveness Period and to comply
        with
        the provisions of the Securities Act and the Exchange Act with respect to
        the
        distribution of all of the Registrable Securities covered thereby;

       

      (iii) provide
        copies to and permit one counsel for the Investors to review each Registration
        Statement and all amendments and supplements thereto in substantially the
        form
        intended to be filed no fewer than seven (7) days prior to their filing with
        the
        Commission and not file any document to which such counsel reasonably objects;
        provided,
        however,
        that in
        no event shall the Company be required to reimburse legal fees in excess
        of
        $20,000 pursuant to this Section 2;

       

      
        
          
          

        

        
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      (iv) furnish
        to the Investors and one counsel for the Investors’ (A) promptly after the same
        is prepared and publicly distributed, filed with the Commission, or received
        by
        the Company (but not later than two (2) Business Days after the filing date,
        receipt date or sending date, as the case may be) one (1) copy of any
        Registration Statement and any amendment thereto, each preliminary prospectus,
        each Prospectus and each amendment or supplement thereto, and each letter
        written by or on behalf of the Company to the Commission or the staff of
        the
        Commission, and each item of correspondence from the Commission or the staff
        of
        the Commission, in each case relating to such Registration Statement (other
        than
        any portion thereof which contains information for which the Company has
        sought
        confidential treatment), and (B) such number of copies of a Prospectus,
        including a preliminary prospectus, and all amendments and supplements thereto
        and such other documents as each Investor may reasonably request in order
        to
        facilitate the disposition of the Registrable Securities owned by such Investor
        that are covered by the related Registration Statement; 

       

      (v) notify
        the Investors of the issuance of any stop order or other suspension of
        effectiveness of the Registration Statement, or the suspension of the
        qualification of any of the Registrable Securities for sale in any
        jurisdiction; 

       

      (vi)
         use
        commercially reasonable efforts to (A) prevent the issuance of any stop order
        or
        other suspension of effectiveness and, (B) if such order is issued, obtain
        the
        withdrawal of any such order at the earliest possible moment;

       

      (vii) prior
        to
        any public offering of Registrable Securities, use commercially reasonable
        efforts to register or qualify or cooperate with the Investors and the
        Investors’ Counsel in connection with the registration or qualification of such
        Registrable Securities for offer and sale under the securities or blue sky
        laws
        of such jurisdictions reasonably requested by the Investors and do any and
        all
        other commercially reasonable acts or things necessary or advisable to enable
        the distribution in such jurisdictions of the Registrable Securities covered
        by
        the Registration Statement; provided,
        however,
        that
        the Company shall not be required in connection therewith or as a condition
        thereto to (A) qualify to do business in any jurisdiction where it would
        not
        otherwise be required to qualify but for this Section 2(c), (B) subject itself
        to general taxation in any jurisdiction where it would not otherwise be so
        subject but for this Section 2(c), or (C) file a general consent to service
        of
        process in any such jurisdiction;

       

      (viii) use
        commercially reasonable efforts to cause all Registrable Securities covered
        by
        the Registration Statement to be listed on each securities exchange, interdealer
        quotation system or other market on which similar securities issued by the
        Company are then listed; 

       

      (ix) immediately
        notify the Investors, at any time when a Prospectus relating to Registrable
        Securities is required to be delivered under the Securities Act, upon discovery
        that, or upon the happening of any 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 omits to state any material fact required
        to be
        stated therein or necessary to make the statements therein not misleading
        in
        light of the circumstances then existing, and at the request of any Holder,
        promptly prepare and furnish to such Holder a reasonable number of copies
        of a
        supplement to or an amendment of such Prospectus as may be necessary so that,
        as
        thereafter delivered to the purchasers of such Registrable Securities, such
        Prospectus shall not include an 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 not misleading in light of the circumstances then existing;
        and

       

      
        
          
          

        

        
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      (x) otherwise
        use commercially reasonable efforts to comply with all applicable rules and
        regulations of the Commission under the Securities Act and the Exchange Act,
        take such other actions as may be reasonably necessary to facilitate the
        registration of the Registrable Securities hereunder.

       

      (xi)
         with
        respect to any particular Investor, it shall be a condition precedent to
        the
        obligations of the Company under this Section 2, that such Investor shall
        furnish to the Company on the date hereof an executed Registration Statement
        Questionnaire in the form attached hereto as Appendix I, and that such Investor
        shall otherwise comply with the provisions of Section 8 hereof.

       

      3. Demand
        Registration. 

       

      (a) In
        the
        event that the Merger is not consummated or is terminated pursuant to its
        terms
        within 180 days after the Series B Agreements Closing Date (the “Merger
        Deadline”), then upon the written request of Holders holding at least 20% of the
        Registrable Securities then outstanding (the “Initiating Holders”), the Company
        shall use commercially reasonable efforts to effect a registration under
        the
        Securities Act of all Registrable Securities in accordance with Section 7;
        provided,
        however,
        that
        the Company shall not be obligated to effect a registration pursuant to this
        Section 3(a):

       

      (i) prior
        to
        the Merger Deadline; 

       

      (ii)
         in
        any
        particular jurisdiction in which the Company would be required to: (a) qualify
        to do business, where it would not otherwise be required to qualify, (b)
        subject
        itself to general taxation, where it would not otherwise be so subject, or
        (c)
        execute a general consent to service of process unless it is already subject
        to
        service in such jurisdiction and except as required by the Securities
        Act; 

       

      (iii) if
        the
        Company, within ten (10) days of the receipt of the request of such Holders,
        gives notice of its bona fide intention to effect the filing of a registration
        statement with the Commission within thirty (30) days of receipt of such
        request
        (other than with respect to a registration statement relating to a Rule 145
        transaction, an offering solely to employees or any other registration which
        is
        not appropriate for the registration of Registrable Securities);
        or

       

      (iv) if
        the
        Company furnishes to such Holders a certificate signed by the Company’s Chief
        Executive Officer stating that in the good faith judgment of the Company’s Board
        of Directors, it would be seriously detrimental to the Company and its
        shareholders for such registration statement to be filed on or before the
        date
        filing would be required and it is therefore essential to defer the filing
        of
        such registration statement, in which case the Company shall have the right
        to
        defer such filing for a period of not more than ninety (90) days after the
        furnishing of such a certificate of deferral; provided,
        however,
        that
        this right may be exercised only once in any twelve (12) month period.


       

      
        
          
          

        

        
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       (b) Within
        10
        days of receipt of any demand notice under Section 3(a) above, the Company
        shall
        give written notice (a “Company Notice”) to all Holders. Thereafter, the Company
        shall use commercially reasonable efforts to register under the Securities
        Act,
        the number of Registrable Securities specified in such demand notice (and
        in all
        notices received by the Company from other Holders within twenty (20) days
        after
        the giving of such Company Notice). If
        the
        method of disposition shall be an underwritten public offering, all Holders
        of
        the Registrable Securities to be sold in such offering shall enter into an
        underwriting agreement in customary form with the underwriter selected for
        such
        underwriting by the Company (which underwriter shall be reasonably acceptable
        to
        the Holders of majority of the Registrable Securities to be sold in such
        offering). The Company shall be obligated to register Registrable Securities
        pursuant to Section 3(a) on one occasion only; provided,
        that
        each such obligation shall be deemed satisfied only when a registration
        statement covering all Registrable Securities specified in notices received
        as
        aforesaid, shall have become effective and, if such method of disposition
        is a
        firm commitment underwritten public offering, all such Registrable Securities
        shall have been sold pursuant thereto.

       

      (c) If
        a
        demand registration is an underwritten offering and the managing underwriters
        shall advise the Company in writing that in their opinion the number of
        Registrable Securities requested to be included in such offering exceeds
        the
        number of shares which can be sold in an orderly manner in such offering
        within
        a price range acceptable to the Initiating Holders without adversely affecting
        the marketability of the offering, then the Company shall so advise all Holders,
        and the number of Registrable Securities that may be included in the
        registration and underwriting shall be allocated (i) first to the Initiating
        Holders in proportion to the respective amounts of Registrable Securities
        held
        by such Holders, and (ii) second, to other shareholders of the Company who
        have
        requested registration, according to the number of such securities requested
        by
        them to be so included.

       

      (d) The
        right
        of the Holders of Registrable Securities to have their securities registered
        in
        a demand registration shall terminate at the earlier of: (i) three (3) years
        following the Series B Agreements Closing Date; or (ii) as to any Holder,
        such
        earlier time at which all Registrable Securities held by such Holder (together
        with any affiliate of the Holder with whom such Holder must aggregate its
        sales
        under Rule 144) can be sold in any three-month period without registration
        in
        compliance with Rule 144 of the Securities Act.

       

      4. Piggyback
        Registration. 

       

      (a) If
        the
        Company at any time (other than pursuant to Sections 2, 3 or 5 hereof) proposes
        to register any of its securities under the Securities Act for sale to the
        public, whether for its own account or for the account of other security
        holders
        or both (except with respect to registration statements on Forms S-4 or S-8
        and
        any similar successor forms) (a “Piggyback
        Registration”),
        each
        such time it will give prompt written notice to such effect to all Holders
        at
        least thirty (30) days prior to such filing. Upon the written request of
        any
        such Holder, received by the Company within twenty (20) days after the giving
        of
        any such notice by the Company, to register any of its Registrable Securities,
        the Company will, subject to Section 4(b) below, cause all Registrable
        Securities as to which registration shall have been so requested to be included
        in the securities to be covered by the Registration Statement proposed to
        be
        filed by the Company, all to the extent requisite to permit the sale or other
        disposition by the Holder of such Registrable Securities so registered.
        Notwithstanding the foregoing provisions, the Company may withdraw any
        registration statement referred to in this Section 4 without thereby incurring
        any liability to the Holders.

       

      
        
          
          

        

        
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      (b) In
        the
        event that any Piggyback Registration shall be, in whole or in part, an
        underwritten public offering of Common Stock and the managing underwriters
        advise the Company in writing that in their opinion the number of Registrable
        Securities and/or other securities requested to be included in such offering
        exceeds the number of shares which can be sold in an orderly manner in such
        offering within a price range acceptable to the Company without adversely
        affecting the marketability of the offering, then the Company will include
        in
        such registration (i) first, the securities the Company proposes to sell;
        (ii)
        second, the Registrable Securities pro rata from among the Holders according
        to
        the number of Registrable Securities held by such Holders; and (iii) third
        to
        other shareholders requesting registration pro rata. Notwithstanding the
        foregoing, however, the number of Registrable Securities to be included in
        such
        registration and underwriting under this Section 4(b) shall not be reduced
        to
        less than thirty percent (30%) of the aggregate securities requested to be
        included by the Holders in such registration without prior consent of at
        least a
        majority of the Holders who have requested their shares to be included in
        such
        registration and underwriting.

       

      (c) The
        right
        of the Holders of Registrable Securities to have their securities registered
        in
        a Piggyback registration shall terminate at the earlier of (i) three (3)
        years
        following the Series B Agreements Closing Date, or (ii) as to any Holder,
        such
        earlier time at which all Registrable Securities held by such Holder (together
        with any affiliate of the Holder with whom such Holder must aggregate its
        sales
        under Rule 144) can be sold in any three-month period without registration
        in
        compliance with Rule 144 of the Securities Act.

       

      5. Registration
        on Form S-3. 

       

      (a) In
        addition to the rights under Section 3 and 4 hereof, if at any time (i) a
        Holder
        or Holders of at least 20% of
        the
        total Registrable Securities then outstanding request(s) that the Company
        file a
        registration statement on Form S-3 or any successor form thereto for a public
        offering of all or any portion of the Registrable Securities held by such
        requesting Holder or Holders, where the reasonably anticipated aggregate
        price
        to the public of this public offering would exceed $1,000,000 and (ii) the
        Company is a registrant entitled to use Form S-3 or any successor form thereto
        to register such Registrable Securities, the Company shall use commercially
        reasonable efforts to register under the Securities Act on Form S-3 or any
        successor form thereto, the number of Registrable Securities specified in
        such
        notice; provided,
        however,
        that
        the Company shall not be required to effect a registration pursuant to this
        Section 5:

       

      
        
          
          

        

        
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      (i) at
        any
        time prior to six months following the effective date of a registration
        statement for the offering of its securities effected under Sections 3 or
        4;

       

      (ii) in
        any
        particular jurisdiction in which the Company would be required to: (a) qualify
        to do business, where it would not otherwise be required to qualify, (b)
        subject
        itself to general taxation, where it would not otherwise be so subject, or
        (c)
        execute a general consent to service of process unless it is already subject
        to
        service in such jurisdiction and except as required by the Securities
        Act;

       

      (iii) if
        the
        Company, within ten (10) days of the receipt of the request of such Holders,
        gives notice of its bona fide intention to effect the filing of a registration
        statement with the Commission within thirty (30) days of receipt of such
        request
        (other than with respect to a registration statement relating to a Rule 145
        transaction, an offering solely to employees or any other registration which
        is
        not appropriate for the registration of Registrable Securities); 

       

      (iv) if
        the
        Company furnishes to such Holders a certificate signed by the Company’s Chief
        Executive Officer stating that in the good faith judgment of the Company’s Board
        of Directors, it would be seriously detrimental to the Company and its
        shareholders for such registration statement to be filed on or before the
        date
        filing would be required and it is therefore essential to defer the filing
        of
        such registration statement, in which case the Company shall have the right
        to
        defer such filing for a period of not more than ninety (90) days after the
        furnishing of such a certificate of deferral; provided,
        however,
        that
        this right may be exercised only once in any twelve (12) month period; or
        

       

      (vi) after
        the
        Company has effected two (2) Registration Statements pursuant to this Section
        5.

      (b) The
        right
        of the Holders of Registrable Securities to have their securities registered
        on
        Form S-3 under this Section 5 shall terminate at the earlier of (i) three
        (3)
        years following the Series B Agreements Closing Date, or (ii) as to any Holder,
        such earlier time at which all Registrable Securities held by such Holder
        (together with any affiliate of the Holder with whom such Holder must aggregate
        its sales under Rule 144) can be sold in any three-month period without
        registration in compliance with Rule 144 of the Securities Act. 

       

      6. Holdback
        Agreement. In
        connection with registration of Registrable Securities pursuant to Sections
        3, 4
        or 5 in connection with an underwritten public offering, the Holders of
        Registrable Securities agree, if so requested by the underwriter or
        underwriters, not to effect any Public Sale or distribution (including any
        sale
        pursuant to Rule 144 under the Securities Act) of any Registrable Securities,
        and not to effect any such Public Sale or distribution of any other equity
        security of the Company or its successor or of any security convertible into
        or
        exchangeable or exercisable for any equity security of the Company or its
        successor (in each case, other than as part of such underwritten public
        offering) during the seven days prior to and the 120 days following the
        effective date of the Registration Statement (other than a registration
        statement on Form S-4 or S-8) with respect to such underwritten public offering
        if the holders of Registrable Securities were afforded the opportunity to
        include all of their Registrable Securities therein pursuant to the provisions
        of this Agreement. 

       

      
        
          
          

        

        
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      7. Registration
        Procedures.
        If and
        whenever the Company is required by the provisions of Sections 3, 4 or 5
        hereof
        to use commercially reasonable efforts to effect the registration of any
        Registrable Securities under the Securities Act, the Company will, subject
        to
        the foregoing, as expeditiously as possible:

       

      (a) prepare
        and file with the Commission a Registration Statement with respect to such
        securities within 60 days after delivery of a demand notice under Section
        3(a)
        or Section 5 hereof, and use commercially reasonable efforts to cause such
        Registration Statement (A) to become effective not later than (i) one hundred
        fifty (150) days after its filing, in the event that the Registration Statement
        is selected for review by the Commission, or (ii) ninety (90) days after
        its
        filing, in the event that the Registration Statement is not selected for
        review
        by the Commission and (B) to remain effective for the Requisite Period.


       

      If
        the
        Company does not meet the requirements of this subsection 7(a) with respect
        to a
        registration under Section 3 only, except in the event of a Grace Period,
        then
        the Company will make pro rata payments to each Investor, as liquidated damages
        and not as a penalty, in an amount equal to 0.5% of the aggregate purchase
        price
        paid by such Investor for the Preferred Stock for each 30-day period or pro
        rata
        for any portion thereof following the date by which or on which such
        Registration Statement should have been filed or effective, as the case may
        be,
        and until the Registration Statement is filed, becomes effective, or regains
        its
        effectiveness, as the case may be (the "Failure Period"). Such payments shall
        be
        in full compensation to the Investors, and shall constitute the Investors'
        exclusive remedy for such events. The amounts payable as liquidated damages
        pursuant to this paragraph shall be paid monthly within three (3) Business
        Days
        of the last day of each month following the commencement of the Failure Period
        and until the termination of the Blackout Period. 

       

      For
        not
        more than forty-five (45) consecutive days or for a total of not more than
        ninety (90) days in any twelve (12) month period, the Company may delay the
        disclosure of material non-public information concerning the Company, by
        suspending the use of any Prospectus included in any registration contemplated
        by Sections 3, 4 or 5 containing such information, the disclosure of which
        at
        the time is not, in the good faith opinion of the Company, in the best interests
        of the Company (a "Grace Period"); provided,
        that the
        Company shall promptly (a) notify the Holders in writing of the existence
        of
        (but in no event, without the prior written consent of an Investor, shall
        the
        Company disclose to such Holder any of the facts or circumstances regarding)
        material non-public information giving rise to the Grace Period, (b) advise
        the
        Holder in writing to cease all sales under the Registration Statement until
        the
        end of the Grace Period and (c) use commercially reasonable efforts to terminate
        a Grace Period as promptly as practicable.

       

      (b) prepare
        and file with the Commission such amendments and supplements to such
        Registration Statement and the Prospectus used in connection therewith as
        may be
        necessary to keep such Registration Statement effective for the Requisite
        Period
        and comply with the provisions of the Securities Act with respect to the
        disposition of all Registrable Securities covered by such Registration Statement
        in accordance with the intended method of disposition set forth in such
        Registration Statement for such period; 

       

      
        
          
          

        

        
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      (c) furnish
        to each seller of Registrable Securities and to each underwriter such number
        of
        copies of the Registration Statement and the Prospectus included therein
        (including each preliminary prospectus) as such persons reasonably may request
        in order to facilitate the intended disposition of the Registrable Securities
        covered by such registration statement; 

       

      (d) use
        commercially reasonable efforts (i) to
        register or qualify the Registrable Securities covered by such Registration
        Statement under the securities or “blue sky” laws of such jurisdictions as the
        seller of Registrable Securities or, in the case of an underwritten public
        offering, the managing underwriter reasonably shall request, (ii) to
        prepare and file in those jurisdictions such amendments (including post
        effective amendments) and supplements, and take such other actions, as may
        be
        necessary to maintain such registration and qualification in effect at all
        times
        for the period of distribution contemplated thereby and (iii) to
        take such further action as may be necessary or advisable to enable the
        disposition of the Registrable Securities in such jurisdictions,
        provided,
        that the
        Company shall not for any such purpose be required to qualify generally to
        transact business as a foreign corporation in any jurisdiction where it is
        not
        so qualified, to subject itself to general taxation where it would not otherwise
        be so subject, or to consent to general service of process in any such
        jurisdiction; 

       

      (e) use
        commercially reasonable efforts to list the Registrable Securities covered
        by
        such registration statement with any securities exchange or over-the-counter
        market on which the Common Stock of the Company or its successor is then
        listed
        or quoted; 

       

      (f) immediately
        notify each seller of Registrable Securities and each underwriter under such
        Registration Statement, at any time when a Prospectus relating thereto is
        required to be delivered under the Securities Act, of the happening of any
        event
        of which the Company has knowledge as a result of which the Prospectus contained
        in such Registration Statement, as then in effect, includes any untrue statement
        of a material fact or omits to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading in light
        of
        the circumstances then existing and promptly amend or supplement such
        Registration Statement to correct any such untrue statement or omission;
        

       

      (g) notify
        each seller of Registrable Securities of the issuance by the Commission of
        any
        stop order suspending the effectiveness of the Registration Statement or
        the
        initiation of any proceedings for that purpose and make every reasonable
        effort
        to prevent the issuance of any stop order and, if any stop order is issued,
        obtain the lifting thereof at the earliest possible time; 

       

      (h) permit
        a
        single firm of counsel designated as selling shareholders' counsel by the
        holders of a majority in interest of the Registrable Securities and all other
        securities being registered (“Shareholders
        Counsel”)
        to
        review the registration statement and all amendments and supplements thereto
        for
        a reasonable period of time prior to their filing (provided,
        however,
        that in
        no event shall the Company be required to reimburse legal fees in excess
        of
        $20,000 per Registration Statement pursuant to this Section 7(h)) and the
        Company shall not file any document in a form to which Shareholders Counsel
        reasonably objects; 

       

      
        
          
          

        

        
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      (i) make
        generally available to its security holders as soon as practicable, but not
        later than 90 days after the close of the period covered thereby, an earnings
        statement (in form complying with the provisions of Rule 158 under the
        Securities Act) covering a 12-month period beginning not later than the first
        day of the Company's next fiscal quarter following the effective date of
        the
        Registration Statement; 

      (j) if
        the
        offering is an underwritten offering, the Company will enter into a written
        agreement with the managing underwriter selected in the manner herein provided
        in such form and containing such provisions as are usual and customary in
        the
        securities business for such an arrangement between such underwriter and
        companies of the Company's size and investment stature, including, without
        limitation, customary holdback, indemnification and contribution
        provisions;

       

      (k) if
        the
        offering is an underwritten offering, at the request of any seller of
        Registrable Securities, use its best efforts to furnish to such seller of
        Registrable Securities on the date that Registrable Securities are delivered
        to
        the underwriters for sale pursuant to such registration: (i) a copy of an
        opinion dated such date of counsel representing the Company for the purposes
        of
        such registration, addressed to the underwriters, stating that such Registration
        Statement has become effective under the Securities Act and (A) that to the
        knowledge of such counsel, no stop order suspending the effectiveness thereof
        has been issued and no proceedings for that purpose have been instituted
        or are
        pending or contemplated under the Securities Act, (B) that the Registration
        Statement, the related Prospectus and each amendment or supplement thereof
        comply as to form in all material respects with the requirements of the
        Securities Act (except that such counsel need not express any opinion as
        to
        financial statements or other financial information contained therein) and
        (C)
        to such other effects as are customarily the subject of opinions of issuer’s
        counsel provided to underwriters in underwritten public offerings and are
        reasonably requested by counsel for the underwriters and (ii) a copy of a
        letter
        dated such date from the independent public accountants retained by the Company,
        addressed to the underwriters, stating that they are independent public
        accountants within the meaning of the Securities Act and that, in the opinion
        of
        such accountants, the financial statements of the Company included in the
        Registration Statement or the Prospectus, or any amendment or supplement
        thereof, comply as to form in all material respects with the applicable
        accounting requirements of the Securities Act, and such letter shall
        additionally cover such other financial matters (including information as
        to the
        period ending no more than five Business Days prior to the date of such letter)
        with respect to such registration as such underwriters reasonably may request;
        

       

      (l) make
        available for inspection by each seller of Registrable Securities, any
        underwriter participating in any distribution pursuant to such registration
        statement, and any attorney, accountant or other agent retained by such seller
        or underwriter, all financial and other records, pertinent corporate documents
        and properties of the Company, and cause the Company's officers, directors
        and
        employees to supply all information reasonably requested by any such seller,
        underwriter, attorney, accountant or agent in connection with such registration
        statement; 

       

      
        
          
          

        

        
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      (m) provide
        a
        transfer agent and registrar, which may be a single entity, for the Registrable
        Securities not later than the effective date of the Registration Statement;
        and

       

      (n) take
        all
        actions reasonably necessary to facilitate the timely preparation and delivery
        of certificates (not bearing any legend restricting the sale or transfer
        of such
        securities) representing the Registrable Securities to be sold pursuant to
        the
        Registration Statement and to enable such certificates to be in such
        denominations and registered in such names as the Holders or any underwriters
        may reasonably request.

       

      8.
         Obligations
        of the Holders. 

       

      (a)
         At
        least
        seven (7) Business Days prior to the first anticipated filing date of a
        Registration Statement, the Company shall notify each seller of Registrable
        Securities in writing of the information the Company requires from each such
        seller. 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 seller of Registrable Securities that
        such seller shall furnish to the Company such information regarding itself,
        the
        Registrable Securities held by it and the intended method of disposition
        of the
        Registrable Securities held by it as shall be reasonably required to effect
        the
        effectiveness of the registration of such Registrable Securities and shall
        execute such documents in connection with such registration as the Company
        may
        reasonably request.

       

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

       

      (c) Each
        Holder agrees that, upon receipt of any notice from the Company of the happening
        of any event of the kind described in Sections 2(c)(v) or 2(c)(ix) and Sections
        7(g) or 7(f), such Investor will immediately discontinue disposition of
        Registrable Securities pursuant to the applicable Registration Statement(s)
        covering such Registrable Securities until such Holder receives copies of
        the
        supplemented or amended Prospectus contemplated by such sections or a notice
        that no supplement or amendment is required. 

       

      (d) Each
        Holder covenants and agrees that it will comply with the prospectus delivery
        requirements of the 1933 Act as applicable to it in connection with sales
        of
        Registrable Securities pursuant to a Registration Statement.

       

      
        
          
          

        

        
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      9. Expenses.
        All
        expenses incurred by the Company in complying with Sections 2, 3, 4 and 5,
        including, without limitation, all registration and filing fees, printing
        expenses, fees and disbursements of counsel and independent public accountants
        for the Company, fees and expenses (including counsel fees) incurred in
        connection with complying with state securities or “blue sky” laws, fees of the
        National Association of Securities Dealers, Inc., fees of transfer agents
        and
        registrars, costs of insurance and fees and disbursements of one counsel
        for the
        seller of Registrable Securities and all other securities being registered,
        but
        excluding any Selling Expenses, are called “Registration
        Expenses.”
All
        underwriting discounts and selling commissions applicable to the sale of
        Registrable Securities are called “Selling
        Expenses.”

      Subject
        to the limitation on legal expenses set forth in Sections 2(c)(iii) or 7(h),
        as
        the case may be, the Company will pay all Registration Expenses in connection
        with each Registration Statement filed hereunder. All Selling Expenses in
        connection with each Registration Statement shall be borne by the participating
        sellers in proportion to the number of Registrable Securities sold by each
        or as
        they may otherwise agree.

       

      10. Indemnification
        and Contribution.
        (a)
        In the
        event of a registration of any of the Registrable Securities under the
        Securities Act pursuant to the terms of this Agreement, the Company will
        indemnify and hold harmless and pay and reimburse each seller of such
        Registrable Securities thereunder, each underwriter of Registrable Securities
        thereunder and each other person, if any, who controls such seller or
        underwriter within the meaning of the Securities Act, from and against, and
        pay
        or reimburse them for, any losses, claims, expenses, damages or liabilities,
        joint or several, to which such seller, underwriter or controlling person
        may
        become subject under the Securities Act or otherwise, insofar as such losses,
        claims, damages or liabilities (or actions in respect thereof) arise out
        of or
        are based upon (i) any untrue statement or alleged untrue statement of any
        material fact contained in any Registration Statement under which such
        Registrable Securities were registered under the Securities Act pursuant
        hereto,
        any preliminary prospectus (unless superseded by a final Prospectus) or final
        Prospectus contained therein, or any amendment or supplement thereof, or
        (ii)
        the omission or alleged omission to state in any such Registration Statement
        a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading or, with respect to any Prospectus, necessary to make
        the
        statements therein, in light of the circumstances under which they were made,
        not misleading, or (iii) any violation or alleged violation of the Securities
        Act or any state securities or blue sky laws applicable to the Company and
        relating to action or inaction required by the Company in connection with
        the
        offering of Registrable Securities and specifically will reimburse each such
        seller, each underwriter and each such controlling person for any legal or
        other
        expenses reasonably incurred by it in connection with investigating or defending
        any such loss, claim, damage or liability (or action in respect thereof);
        provided,
        that
        the Company will not be liable in any such case if and to the extent that
        any
        such loss, claim, damage or liability (or action in respect thereof) arises
        out
        of or is based upon the Company's reliance on an untrue statement or alleged
        untrue statement or omission or alleged omission so made in conformity with
        information furnished by any such seller, any such underwriter or any such
        controlling person in writing specifically for use in such Registration
        Statement or Prospectus; and provided,
        further,
        that
        the Company shall not be liable in any such case to the extent that any such
        loss, claim, damage or liability (or action in respect thereof) arises out
        of or
        is based upon an untrue statement or alleged untrue statement or omission
        or
        alleged omission in such Registration Statement or Prospectus, which untrue
        statement or alleged untrue statement or omission or alleged omission is
        completely corrected in an amendment or supplement to the Registration Statement
        or Prospectus and such seller or such controlling person thereafter fails
        to
        deliver or cause to be delivered such Registration Statement or Prospectus
        as so
        amended or supplemented prior to or concurrently with the Registrable
        Securities, or the written confirmation of the sale of the Registrable
        Securities, as the case may be, to the person asserting such loss, claim,
        damage
        or liability (or action in respect thereof) or expense after the Company
        has
        furnished such seller or such controlling person with the same.

       

      
        
          
          

        

        
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      (b) In
        the
        event of a registration of any of the Registrable Securities under the
        Securities Act pursuant hereto, each seller of such Registrable Securities
        thereunder, severally and not jointly, will indemnify and hold harmless the
        Company, each person, if any, who controls the Company within the meaning
        of the
        Securities Act, each officer of the Company who signs the Registration
        Statement, each director of the Company and each underwriter and each person
        who
        controls any underwriter within the meaning of the Securities Act from and
        against all losses, claims, expenses, damages or liabilities, joint or several,
        to which the Company or such officer, director, or controlling person may
        become
        subject under the Securities Act or otherwise, insofar as such losses, claims,
        damages or liabilities (or actions in respect thereof) arise out of or are
        based
        on any untrue statement or alleged untrue statement of any material fact
        contained in the Registration Statement under which such Registrable Securities
        were registered under the Securities Act pursuant hereto, any preliminary
        prospectus or Prospectus, or any amendment or supplement thereof, or arise
        out
        of or are based upon the omission or alleged omission to state therein a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading, and will reimburse the Company and each such officer,
        director, underwriter and controlling person for any legal or other expenses
        reasonably incurred by them in connection with investigating or defending any
        such loss, claim, damage or liability (or action in respect thereof);
provided,
        that
        such seller will be liable hereunder in any such case if and only to the
        extent
        that any such loss, claim, damage or liability arises out of or is based
        upon an
        untrue statement or alleged untrue statement or omission or alleged omission
        made in reliance upon and in conformity with information pertaining to such
        seller furnished in writing to the Company by such seller specifically for
        use
        in such Registration Statement or Prospectus; and provided,
        further,
        that
        the liability of each seller hereunder shall be limited to the proportion
        of any
        such loss, claim, damage, liability or expense which is equal to the proportion
        that the public offering price of the Registrable Securities sold by such
        seller
        under such Registration Statement bears to the total public offering price
        of
        all securities sold thereunder, but not in any event to exceed the proceeds
        received by such seller from the sale of Registrable Securities covered by
        such
        Registration Statement. Notwithstanding the foregoing, the indemnity provided
        in
        this Section 10(b) shall not apply to amounts paid in settlement of any such
        loss, claim, damage, liability or expense if such settlement is effected
        without
        the consent of such indemnified party, which shall not be unreasonably
        withheld.

       

      (c) Promptly
        after receipt by an indemnified party hereunder of notice of the commencement
        of
        any action or claim, such indemnified party shall, if a claim in respect
        thereof
        is to be made against the indemnifying party hereunder, notify the indemnifying
        party in writing thereof, but the omission so to notify the indemnifying
        party
        shall not relieve it from any liability which it may have to such indemnified
        party other than under this Section 10 and shall only relieve it from any
        liability which it may have to such indemnified party under this Section
        10 if
        and to the extent the indemnifying party is materially prejudiced by such
        omission. In case any such action shall be brought against any indemnified
        party
        and it shall notify the indemnifying party of the commencement thereof, the
        indemnifying party shall be entitled to participate in and, to the extent
        it
        shall wish, to assume and undertake the defense thereof with counsel
        satisfactory to such indemnified party, and, after notice from the indemnifying
        party to such indemnified party of its election so to assume and undertake
        the
        defense thereof, the indemnifying party shall not be liable to such indemnified
        party under this Section 10 for any legal expenses subsequently incurred
        by such
        indemnified party in connection with the defense thereof other than reasonable
        costs of investigation and of liaison with counsel so selected; provided,
        that if
        the defendants in any such action include both the indemnified party and
        the
        indemnifying party and the indemnified party shall have reasonably concluded
        that there may be reasonable defenses available to it which are different
        from
        or additional to those available to the indemnifying party or if the interests
        of the indemnified party reasonably may be deemed to conflict with the interests
        of the indemnifying party, the indemnified party shall have the right to
        select
        a separate counsel and to assume such legal defenses and otherwise to
        participate in the defense of such action, with the expenses and fees of
        such
        separate counsel and other expenses related to such participation to be
        reimbursed by the indemnifying party as incurred. 

       

      
        
          
          

        

        
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      (d) In
        order
        to provide
        for just
        and equitable contribution to joint liability under the Securities Act in
        any
        case in which either (i) any Holder of Registrable Securities exercising
        rights
        under this Agreement, or any controlling person of any such holder, makes
        a
        claim for indemnification pursuant to this Section 10 but it is judicially
        determined (by the entry of a final judgment or decree by a court of competent
        jurisdiction and the expiration of time to appeal or the denial of the last
        right of appeal) that such indemnification may not be enforced in such case
        notwithstanding the fact that this Section 10 provides for indemnification
        in
        such case, or (ii) contribution under the Securities Act may be required
        on the
        part of any such seller or any such controlling person in circumstances for
        which indemnification is provided under this Section 10, then, and in each
        such
        case, the Company and such Holder will contribute to the aggregate losses,
        claims, damages or liabilities to which they may be subject (after contribution
        from others) in such proportion as is appropriate to reflect their relative
        fault in connection with the actions, statements or omissions that resulted
        in
        such losses, claims, damages or liabilities as well as any other relevant
        equitable considerations. Such relative fault shall be determined by reference
        to, among other things, whether any action in question, including any untrue
        or
        alleged untrue statement of a material fact or omission or alleged omission
        of a
        material fact, has been taken or made by, or relates to information supplied
        by,
        the Company or the Holder, and the parties’ relative intent, knowledge, access
        to information and opportunity to correct or prevent such action, statement
        or
        omission. Notwithstanding anything to the contrary contained above: (A) no
        Holder shall be required to contribute, in the aggregate, any amount in excess
        of the dollar amount of the net proceeds received by such Holder upon the
        sale
        of the Registrable Securities giving rise to such contribution obligation;
        and
        (B) no person or entity guilty of fraudulent misrepresentation (within the
        meaning of Section 11(f) of the Securities Act) will be entitled to contribution
        from any person or entity who was not guilty of such fraudulent
        misrepresentation. 

       

      
        
          
          

        

        
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      11. Changes
        in Capital Stock and Successors.
        If, and
        as often as, there is any change in the capital stock of the Company by way
        of a
        stock split, stock dividend, combination, reclassification, or through a
        merger,
        consolidation, reorganization or recapitalization, by any other means, then
        appropriate adjustment shall be made in the provisions hereof so that the
        rights
        and privileges granted hereby shall continue with respect to the capital
        stock
        as so changed or exchanged; and, in the event of a Merger or another merger
        or
        consolidation where the Company is not the surviving entity, the successor
        to
        the Company shall assume the obligations of the Company hereunder.

       

      12. Rule
        144 Reporting.
        With a
        view to making available the benefits of certain rules and regulations of
        the
        Commission which may at any time permit the sale of the Registrable Securities
        to the public without registration, at all times after 90 days after any
        registration statement covering a public offering of securities of the Company
        under the Securities Act shall have become effective, the Company agrees
        to:

       

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

       

      (b) file
        with
        the Commission in a timely manner all reports and other documents required
        of
        the Company under the Securities Act and the Exchange Act; and

       

      (c) furnish
        to each Holder of Registrable Securities forthwith upon request a written
        statement by the Company as to its compliance with the reporting requirements
        of
        such Rule 144 and of the Securities Act and the Exchange Act, a copy of the
        most
        recent annual or quarterly report of the Company, and such other reports
        and
        documents so filed by the Company as such holder may reasonably request in
        availing itself of any rule or regulation of the Commission allowing such
        holder
        to sell any Registrable Securities without registration.

       

      13. Event
        of Election.
        In the
        event that the Company fails to fulfill its registration responsibilities
        pursuant to Section 2, 3, 4 or 5 of this Agreement, the Holders shall have
        all
        rights and remedies available to them at law or equity.

       

      14. Representations
        and Warranties of the Company.
        The
        Company represents and warrants to the Investors as follows:

       

      (a) The
        execution, delivery and performance of this Agreement by the Company have
        been
        duly authorized by all requisite corporate action and will not violate any
        provision of law, any order of any court or other agency of government, the
        charter or by-laws of the Company or any provision of any indenture, agreement
        or other instrument to which it or any or its properties or assets is bound,
        conflict with, result in a breach of or constitute (with due notice or lapse
        of
        time or both) a default under any such indenture, agreement or other instrument
        or result in the creation or imposition of any lien, charge or encumbrance
        of
        any nature whatsoever upon any of the properties or assets of the Company
        or its
        subsidiaries.

       

      
        
          
          

        

        
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      (b) This
        Agreement has been duly executed and delivered by the Company and constitutes
        the legal, valid and binding obligation of the Company, enforceable in
        accordance with its terms.

       

      15. Assignment
        of Registration Rights.
        The
        rights to cause or have the Company register Registrable Securities pursuant
        to
        this Agreement may be assigned by the Investors to transferees or assignees
        of
        such securities; provided,
        that:
        (a) there is transferred to such transferee not less than ten thousand (10,000)
        shares of Registrable Securities, appropriately adjusted for any stock splits,
        stock dividends, reverse splits and similar events; (b) the Company is, within
        reasonable time after such transfer, furnished with written notice of the
        name
        and address of such transferee or assignee and the securities with respect
        to
        which such registration rights are being assigned, and such transferee shall
        agree to be subject to all the restrictions set forth in this Agreement;
        and (c)
        an opinion of counsel is provided by the Investor, satisfactory to the Company,
        to the
        effect that such disposition will not require registration of such shares
        or
        Registrable Securities under the Securities Act.
        The
        term “Investors” or “Holders” as used in this Agreement shall include such
        permitted transferees and assignees.

       

      16. Miscellaneous.

       

      (a) All
        covenants and agreements contained in this Agreement by or on behalf of any
        of
        the parties hereto shall bind and inure to the benefit of the respective
        successors and assigns of the parties hereto (including without limitation
        permitted transferees of any Registrable Securities), whether so expressed
        or
        not.

       

      (b) All
        notices, requests, consents and other communi-cations hereunder shall be
        in
        writing and shall be delivered in person, mailed by certified or registered
        mail, return receipt requested, or sent by telecopier or telex, addressed
        (i) if
        to the Company, at American
        Ethanol, Inc. 203 N. LaSalle St., Suite 2100, Chicago, IL 60601,
        Attention: William Maender.; (ii)
        if to
        Investors, at the address of such party as set forth beneath such party's
        signature to the Series B Agreements’ signature page (in the case of the Series
        B Investors) or as set forth in the records of the Company (in the case of
        the
        Series A Investors); (iii)
        if to
        the Placement Agent, at
        Chadbourn Securities, Inc.,
        [
        ],
        facsimile: [ ], Attention: Laird Cagan;
        and
        (iv)
        if to
        any subsequent Holder, to it at such address as may have been furnished to
        the
        Company in writing by such Holder; or (v) in any case, at such other address
        or
        addresses as shall have been furnished in writing to the Company (in the
        case of
        a Holder) or to the Holders (in the case of the Company) in accordance with
        the
        provisions of this paragraph. 

       

      (c) Upon
        the
        execution of this Agreement by the Company and holders of a majority of the
        Registrable Securities subject to the Prior Rights Agreement, the Prior Rights
        Agreement shall be terminated and superseded entirely by this
        Agreement.

       

      (d) This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California applicable to contracts entered into and to be performed
        wholly within said State.

       

      (e) Any
        judicial proceeding brought against any of the parties to this Agreement
        on any
        dispute arising out of this Agreement or any matter related hereto shall
        be
        brought in the courts of the State of California and County of Santa Clara
        or in
        the United States District Court for the Northern District of California
        and, by
        execution and delivery of this Agreement, each of the parties hereto accepts
        for
        itself and himself the process in any such action or proceeding by the mailing
        of copies of such process to it or him, at its or his address as set forth
        in
        paragraph 16(b) and irrevocably agrees to be bound by any judgment rendered
        thereby in connection with this Agreement. Each party hereto irrevocably
        waives
        to the fullest extent permitted by law any objection that it or he may now
        or
        hereafter have to the laying of the venue of any judicial proceeding brought
        in
        such courts
        and any
        claim that any such judicial proceeding has been brought in an inconvenient
        forum. The foregoing consent to jurisdiction shall not constitute general
        consent to service of process in the State of California for any purpose
        except
        as provided about and shall not be deemed to confer rights on any person
        other
        than the respective parties to this Agreement.

       

      
        
          
          

        

        
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            19 -

          
            

          

        

        
          
          

        

      

       

      (f) Except
        as
        expressly provided herein, neither this Agreement nor any term hereof may
        be
        amended, waived, discharged or terminated other than by a written instrument
        referencing this Agreement and signed by the Company and the Holders holding
        not
        less than a majority of the Registrable Securities; provided,
        however,
        that
        the assumption of this Agreement by the Company’s successor following the Merger
        will not require the consent of any Holder pursuant to this Agreement. Any
        amendment, waiver, discharge or termination effected in accordance with this
        paragraph shall be binding upon each Holder and each future Holder of all
        such
        securities of Holder. Each Holder acknowledges that by the operation of this
        paragraph, the Holders of not less than a majority of the Registrable Securities
        (together with the Company) will have the right and power to diminish or
        eliminate all rights of such Holder under this Agreement.

       

      (g) 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. No waiver shall be effective unless and until it is in writing
        and signed by the party granting the waiver.

       

      (h) This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

       

      (i) The
        Company shall not grant to any third party other than the Placement Agent
        any
        registration rights more favorable than or inconsistent with any of those
        contained herein, so long as any of the registration rights under this Agreement
        remains in effect.

       

      (j) If
        any
        provision of this Agreement shall be held to be illegal, invalid or
        unenforceable, such illegality, invalidity or unenforceability shall attach
        only
        to such provision and shall not in any manner affect or render illegal, invalid
        or unenforceable any other provision of this Agreement, and this Agreement
        shall
        be carried out as if any such illegal, invalid or unenforceable provision
        were
        not contained herein.


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
        first written above.

       

      
        
          	
                   

                	
                  AMERICAN
                    ETHANOL, INC.

                
	 	 	 
	 	 	 
	
                   

                	
                  By: 
                    

                	/s/
                  Eric A. McAfee
	
                   

                	 	
                  Eric
                    A. McAfee, Chairman

                


        

      

       

      


      
        	
                SERIES
                  A INVESTORS:

              	
                   

                   

                  

                

                
                

              
	  
	    



      

       

      


      
        	
                SERIES
                  B INVESTORS:

              	
                   

                
                

                
                  

                

                   

              
	  
	  



      

       

      


      


      SIGNATURE
        PAGE TO 

      AMENDED
        AND RESTATED REGISTRATION RIGHTS AGREEMENT

       

      
        
          
          

        

        
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