REGISTRATION
      RIGHTS AGREEMENT

    


    THIS
      REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
      is
      made and entered into as of 25th day of February, 2008 by and
      between
      Entech Environmental Technologies, Inc., a
      corporation organized and existing under the laws of the State of Florida (the
      “Company”),
      and
      Barron Partners L.P., a Delaware limited partnership (hereinafter referred
      to as
      the “Investor”).
      Unless defined otherwise, capitalized terms herein shall have the identical
      meaning as in the Preferred Stock Purchase Agreement dated as of the date hereof
      by and between the Company and the Investor (the “Preferred
      Stock Purchase Agreement”.)

     

    PRELIMINARY
      STATEMENT

    


    WHEREAS,
      pursuant to the Preferred Stock Purchase Agreement, =as part of the
      consideration, Investor shall receive Series B Preferred Stock and Warrants,
      which upon conversion and exercise, in accordance with the terms of the
      Preferred Stock Purchase Agreement, entitle the Investor to receive shares
      of
      Common Stock of the Company (the “Warrant Shares”); and

    


    WHEREAS,
      the
      ability of the Investors to sell their Warrant Shares is subject to certain
      restrictions under the 1933 Act; and

    


    WHEREAS,
      as a
      condition to the Preferred Stock Purchase Agreement, the Company has agreed
      to
      provide the Investor with a mechanism that will permit such Investor, to sell
      its Shares of Common Stock in the future.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and of the mutual covenants and agreements, and
      subject to the terms and conditions herein contained, the parties hereto hereby
      agree as follows:

     

    ARTICLE
      I

     

    INCORPORATION
      BY REFERENCE, SUPERSEDER

     

    
      	1.1	
              Incorporation
                by Reference.
                The foregoing recitals and the Exhibits attached hereto and referred
                to
                herein, are hereby acknowledged to be true and accurate, and are
                incorporated herein by this
                reference.

            


    

     

    
      	1.2	
              Superseder.
                This Agreement, to the extent that it is inconsistent with any other
                instrument or understanding among the parties governing the affairs
                of the
                Company, shall supersede such instrument or understanding to the
                fullest
                extent permitted by law. A copy of this Agreement shall be filed
                at the
                Company’s principal office.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.3

            	
              Definitions.
                All terms defined in the Purchase Agreement and used in this Agreement
                shall have the same meanings in this Agreement as in the Purchase
                Agreement. As used in this Agreement the following terms shall have
                the
                meanings hereinafter set forth.

            


    

     

    
      	
              a)

            	
              “Excusable
                Reason”
                means (i) the occurrence of negotiations with respect to a material
                agreement prior to either the announcement of the execution of the
                agreement or the termination of the negotiations with respect to
                such
                proposed agreement or (ii) other similar material corporate events
                to
                which the Company is a party or expects to be a party if, in the
                reasonable judgment of the Company, disclosure of the negotiations
                or
                other event would be adverse to the best interests of the Company
                provided
                that the Company is continuing to treat such negotiations as confidential
                and provided further that the period during which the Company is
                precluded
                from filing the registration statement (or suspended the use of an
                effective registration statement) as a result thereof has not exceeded
                fifteen (15) trading days in the aggregate, and provided further
                that the
                Company shall not be permitted to avoid filing a registration statement
                (or to suspend the use of an effective registration statement) for
                an
                Excusable Reason more than twice in any one-year period. An Excusable
                Reason shall also include Acts of God and closure of the
                SEC.

            


    

     

    
      	
              b)

            	
              “Filing
                Date”
                shall mean (i) with respect to the Initial Registration Statement,
                the
                30th
                calendar day following the Closing Date; provided, however, that,
                if in
                the opinion of the counsel to the Company that the Company’s audited
                financials for the fiscal year 2007 are required to be included in
                the
                initial Registration Statement based on the applicable SEC rules,
                then the
                Filing Date shall be delayed to the earliest date when the Company’s
                audited financials for the fiscal year 2007 shall become available;
                provided further, that in no event shall the Filing Date be later
                than
                March 30, 2008, and (ii) with respect to any Subsequent Registration
                Statements, the later of (a) ninety (90) days after the Company receives
                a
                demand for registration of additional Registrable Securities or (b)
                thirty
                days following the earliest practical date on which the Company is
                permitted by SEC Guidance to file such additional Registration Statement
                related to the Registrable Securities (which is at least 180 days
                from the
                effective date of the Initial Registration Statement.) If any Filing
                Date
                or Required Effectiveness Date occurs on a date which is either (x)
                a
                Saturday, Sunday or day on which banks in the State of New York are
                authorized or required to be closed on all or part of the normal
                business
                day or (y) the SEC is closed for all or a portion of the business
                day, the
                Filing Date or Required Effective Date, as the case may be, shall
                the next
                day which is not a day described in clauses (x) or
                (y).

            


    

     

    
      	
              c)

            	
              “Registration
                Expenses”
                shall mean all expenses incident to the Company’s performance of or
                compliance with its obligations under this Agreement, including,
                without
                limitation, all registration, filing, listing, stock exchange and
                NASD
                fees, all fees and expenses of complying with state securities or
                blue sky
                laws (including fees, disbursements and other charges of counsel
                for the
                underwriters only in connection with blue sky filings), all word
                processing, duplicating and printing expenses, messenger and delivery
                expenses, the fees, disbursements and other charges of counsel for
                the
                Company and of its independent public accountants, including the
                expenses
                incurred in connection with “cold comfort” letters required by or incident
                to such performance and compliance, any fees and disbursements of
                underwriters customarily paid by the issuer of securities, but excluding
                from the definition of Registration Expenses underwriting discounts
                and
                brokerage commissions and applicable transfer taxes, if any, or legal
                and
                other expenses incurred by any sellers, which discounts, commissions,
                transfer taxes and legal and other expenses shall be borne by the
                seller
                or sellers of Registrable Securities in all
                cases.

            


    

     

    
      
        
        

      

      
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              d)

            	
              “Registration
                Statement”
                shall mean the registration statement required to be filed pursuant
                to
                Section 2.2 of this Agreement hereunder and any additional registration
                statements contemplated by Section 2.3, including (in each case)
                the
                Prospectus, amendments and supplements to such registration statement
                or
                Prospectus, including pre- and post-effective amendments, all exhibits
                thereto, and all material incorporated by reference or deemed to
                be
                incorporated by reference in such registration
                statement.

            


    

     

    
      	
              e)

            	
              “Required
                Effective Date”
                shall mean the first to occur of (i) 150 days following the Closing
                Date
                with respect to the Initial Registration Statement or 120 days following
                the Filing Date with respect to a Subsequent Registration Statement;
                provided, however, if the Filing Date is delayed because the Company’s
                audited financials for the fiscal year 2007 are required to be included
                in
                the initial Registration Statement based on the applicable SEC rules,
                then
                the Required Effective Date shall be 120 days following the Filing
                Date;
                (ii) ten (10) days following the receipt of a “No Review” or similar
                letter from the SEC or (iii) the third (3rd) business day following
                the
                day the Company receives notice from the SEC that the SEC has determined
                that the Registration Statement eligible to be declared effective
                without
                further comments by the SEC; provided,
                however,
                that in no event shall the Required Effective Date of a Subsequent
                Registration Statement be earlier than the earliest date on which,
                based
                on SEC Guidance, the SEC will declare effective such Registration
                Statement. 

            


    

     

    
      	
              f)

            	
              “Rule
                144”
                means Rule 144 promulgated by the Commission pursuant to the Securities
                Act, as such Rule may be amended or interpreted from time to time,
                or any
                similar rule or regulation hereafter adopted by the Commission having
                substantially the same purpose and effect as such
                Rule.

            


    

     

    
      	
              g)

            	
              “Rule
                415”
                means Rule 415 promulgated by the Commission pursuant to the Securities
                Act, as such Rule may be amended or interpreted from time to time,
                or any
                similar rule or regulation hereafter adopted by the Commission having
                substantially the same purpose and effect as such
                Rule.

            


    

     

    
      	
              h)

            	
              “Rule
                424”
                means Rule 424 promulgated by the Commission pursuant to the Securities
                Act, as such Rule may be amended or interpreted from time to time,
                or any
                similar rule or regulation hereafter adopted by the Commission having
                substantially the same purpose and effect as such
                Rule.

            


    

     

    
      	
              i)

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

            


    

     

    
      
        
        

      

      
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    ARTICLE
      II

     

    DEMAND
      REGISTRATION RIGHTS

     

    2.1 Registrable
      Securities.
      Means
      and includes the Shares of the Company underlying the Preferred Stock and
      Warrants issued pursuant to the Preferred Stock Purchase Agreement; provided,
      however, that such registrable securities shall not include any shares issued
      or
      issuable as liquidated damages pursuant to the Preferred Stock Purchase
      Agreement, this Agreement or the Warrants (the “Registrable
      Securities”).
      As to
      any particular Registrable Securities, such securities will cease to be
      Registrable Securities when (a) they have been effectively registered under
      the
      1933 Act and disposed of in accordance with the registration statement covering
      them, (b) they are or may be freely traded without registration pursuant to
      Rule
      144 under the 1933 Act (or any similar provisions that are then in effect),
      or
      (c) they have been otherwise transferred and new certificates for them not
      bearing a restrictive legend have been issued by the Company and the Company
      shall not have “stop transfer” instructions against them. “Shares”
shall
      mean, collectively, the shares of Common Stock of the Company issuable upon
      conversion of the Preferred Stock and those shares of Common Stock of the
      Company issuable to the Investor upon exercise of the Warrants; provided,
      however, that Shares shall not include any shares issued or issuable as
      liquidated damages pursuant to the Preferred Stock Purchase Agreement, this
      Agreement or the Warrants.

     

    2.2 Registration
      of Registrable Securities.
      The
      Company shall prepare and file on the Filing Date an initial registration
      statement (the “Initial
      Registration Statement”)
      covering the resale of such number of shares of the Registrable Securities
      permitted by the SEC as determined by the Company and the Investor pursuant
      to
      the then current SEC Guidance relating to Rule 415. . The Company shall use
      its
      commercially reasonable best efforts to cause the Registration Statement to
      be
      declared effective by the SEC on the Required Effectiveness Date. Nothing
      contained herein shall be deemed to limit the number of Registrable Securities
      to be registered by the Company hereunder. As a result, should the Registration
      Statement not relate to the maximum number of Registrable Securities acquired
      by
      (or potentially acquirable by) the holders of the Shares of the Company issued
      to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company
      shall be required to promptly file a separate registration statement (utilizing
      Rule 462 promulgated under the 1933 Act, where applicable) relating to such
      Registrable Securities which then remain unregistered (the “Subsequent
      Registration Statement”)
      and
      shall use its commercially reasonable best efforts to cause the Subsequent
      Registration Statement to be declared effective by the SEC on the applicable
      Required Effective Date. The provisions of this Agreement shall relate to any
      such separate registration statement as if it were an amendment to the
      Registration Statement.

     

    2.3 Demand
      Registration.
      Subject
      to the limitations of Section 2.2, at any time and from time to time, the
      Investor may request the registration under the 1933 Act of all or part of
      the
      Registrable Shares then outstanding (a “Demand
      Registration”).
      Subject to the conditions of Section 3, the Company shall use its commercially
      reasonable best efforts to file such registration statement under the 1933
      Act
      as promptly as practicable after the date any such request is received by the
      Company and to cause such registration statement to be declared effective.
      The
      Company shall notify the Investor promptly when any such registration statement
      has been declared effective. If more than eighty percent (80%) of the Shares
      issuable under the Preferred Stock Purchase Agreement have been registered
      or
      sold, this provision shall expire.

     

    
      
        
        

      

      
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    2.4 Registration
      Statement Form.
      Registrations under Section 2.2 and Section 2.3 shall be on the appropriate
      registration form of the SEC as shall permit the disposition of such Registrable
      Securities in accordance with the intended method or methods of disposition
      specified in the Registration Statement; provided, however, such intended method
      of disposition shall not include an underwritten offering of the Registrable
      Securities.

     

    2.5 Expenses.
      The
      Company will pay all Registration expenses in connection with any registration
      required by under Sections 2.2 and Section 2.3 herein.

     

    2.6 Effective
      Registration Statement.
      A
      registration requested pursuant to Sections 2.2 and Section 2.3 shall not be
      deemed to have been effected (i) unless a registration statement with respect
      thereto has become effective within the time period specified herein, provided
      that a registration which does not become effective after the Company filed
      a
      registration statement with respect thereto solely by reason of the refusal
      to
      proceed of any holder of Registrable Securities (other than a refusal to proceed
      based upon the advice of counsel in the form of a letter signed by such counsel
      and provided to the Company relating to a disclosure matter unrelated to such
      holder) shall be deemed to have been effected by the Company unless the holders
      of the Registrable Securities shall have elected to pay all Registration
      Expenses in connection with such registration, (ii) if, after it has become
      effective, such registration becomes subject to any stop order, injunction
      or
      other order or extraordinary requirement of the SEC or other governmental agency
      or court for any reason or (iii) if, after it has become effective, such
      registration ceases to be effective for more than the allowable Black-Out
      Periods (as defined herein).

     

    2.7 Plan
      Of Distribution.
      The
      Company hereby agrees that the Registration Statement shall include a plan
      of
      distribution section reasonably acceptable to the Investor; provided, however,
      such plan of distribution section shall be modified by the Company so as to
      not
      provide for the disposition of the Registrable Securities on the basis of an
      underwritten offering.

     

    
      
        
        

      

      
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    2.8 Liquidated
      Damages.
      If,
      by
      the applicable Filing Date, the Company does not file a Registration Statement
      pursuant to the requirements of Section 2.2 herein, or if a Registration
      Statement filed pursuant to Section 2.2 herein is not declared effective by
      the
      applicable Required Effective Date, or if the Registrable Securities are
      registered pursuant to an effective Registration Statement and such Registration
      Statement or other Registration Statement(s) demanded by Investor including
      the
      Registrable Securities is not effective in the period from the Required
      Effective Date through two (2) years following the date hereof, other than
      for
      an Excusable Reason (any such failure or breach being referred hereafter as
      an
“Event”), the Company shall, for each such day that an Event shall exist, pay an
      amount in cash as liquidated damages, not as penalty, to the Investors (pro
      rata
      based on the percentage of Series B Preferred Stock owned by the Investors
      at
      the time such liquidated damages shall have incurred) equal to fourteen percent
      (14%) of the Purchase Price payable monthly based on the number of days such
      Event exists; provided,
      however,
      that in
      no event shall the amount of liquidated damages payable at any time and from
      time to time to the Investors pursuant to this Agreement, the Warrant and the
      Preferred Stock Purchase Agreement exceed an aggregate of eighteen percent
      (18%)
      of the amount of the Purchase Price; and provided,
      further,
      that
      notwithstanding the foregoing, in the event the SEC does not permit all of
      the
      Registrable Securities to be included in a Registration Statement because of
      its
      application of Rule 415, no liquidated damages shall be payable pursuant to
      this
      Section by the Company with respect to any Registrable Securities that the
      Company was not permitted to include on such Registration Statement and provided
      further, that notwithstanding the foregoing, no liquidated damages shall be
      payable with respect to the occurrence of an Event for any Shares issued or
      issuable upon exercise of the Warrants. Any liquidated damages incurred by
      the
      Company pursuant to this Section 2.8 shall become due and payable on third
      business day following the last day of the month in which such liquidated
      damages are incurred. If, pursuant to this Section 2.8, cash liquidated damages
      are incurred and payable by the Company and the Company shall have failed to
      pay
      the Investors within 15 days following the last day of the month in which such
      cash liquidated damages shall have become payable and due, then, at the election
      of the Investors, shares of Series B Preferred Stock are to be delivered as
      liquidating damages to the Investors pro rata based on the percentage that
      the
      number of Series B Preferred Stock beneficially owned by such Investor bears
      to
      the total number of Series B Preferred Stock outstanding at the time when the
      cash liquidated damages are due. The number of shares due will be calculated
      in
      accordance with Section 6.27 of the Preferred Stock Purchase Agreement.(b)
      Notwithstanding the provisions of Section 2.8(a):

     

    
      	 	
              (i)

            	
              In
                the event that the Company shall fail to file the Registration Statement
                by the Filing Date but the Registration Statement shall have been
                declared
                effective by the Required Effectiveness Date, then no liquidated
                damages
                shall be payable with respect to the failure to file by the Filing
                Date.
                

            


    

     

    
      	 	
              (ii)

            	
              In
                no event shall the Company be required to pay any liquidated damages
                in
                the event that the failure to file or be declared effective on the
                requisite dates results in whole or in part from either (a) the failure
                of
                the Investor to provide information relating to the Investor and
                its
                proposed method of sale or any other information concerning the Investor
                that is required to be included in the Registration
                Statement

            


    

     

    (c)
      The
      parties agree that the only damages payable for a violation of the terms of
      this
      Agreement with respect to which liquidated damages are expressly provided shall
      be such liquidated damages. Nothing shall preclude the Investor from pursuing
      or
      obtaining specific performance or other equitable relief with respect to this
      Agreement.

     

    
      
        
        

      

      
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    (d)
      The
      parties hereto agree that the liquidated damages provided for in this Section
      2.8 constitute a reasonable estimate of the damages that may be incurred by
      the
      Investor by reason of the failure of the Registration Statement(s) to be filed
      or declared effective in accordance with the provisions hereof.

     

    (e)
      Notwithstanding anything to the contrary contained in this Agreement, the
      obligation of the Company under this Agreement terminates when the holder of
      shares of Registrable Securities no longer holds more than [ten percent (10%)]
      of its shares of Registrable Securities.

    


    ARTICLE
      III

     

    INCIDENTAL
      REGISTRATION RIGHTS

     

    3.1 Right
      To Include (“Piggy-Back”) Registrable Securities.
      Provided that the Registrable Securities have not been registered, if at any
      time after the date hereof but before the third anniversary of the date hereof,
      the Company proposes to register any of its securities under the 1933 Act (other
      than by a registration in connection with an acquisition in a manner which
      would
      not permit registration of Registrable Securities for sale to the public, on
      Form S-8, or any successor form thereto, on Form S-4, or any successor form
      thereto and other than pursuant to Section 2), on an underwritten basis (either
      best-efforts or firm-commitment), then, the Company will each such time give
      prompt written notice to all holders of Registrable Securities of its intention
      to do so and of such holders of Registrable Securities’ rights under this
      Section 3.1. Upon the written request of any such holders of Registrable
      Securities made within ten (10) days after the receipt of any such notice (which
      request shall specify the Registrable Securities intended to be disposed of
      by
      such holders of Registrable Securities and the intended method of disposition
      thereof), the Company will, subject to the terms of this Agreement, use its
      commercially reasonable best efforts to effect the registration under the 1933
      Act of the Registrable Securities, to the extent requisite to permit the
      disposition (in accordance with the intended methods thereof as aforesaid)
      of
      such Registrable Securities so to be registered, by inclusion of such
      Registrable Securities in the registration statement which covers the securities
      which the Company proposes to register, provided that if, at any time after
      written notice of its intention to register any securities and prior to the
      effective date of the registration statement filed in connection with such
      registration, the Company shall determine for any reason either not to register
      or to delay registration of such securities, the Company may, at its election,
      give written notice of such determination to each holders of Registrable
      Securities and, thereupon, (i) in the case of a determination not to register,
      shall be relieved of this obligation to register any Registrable Securities
      in
      connection with such registration (but not from its obligation to pay the
      Registration Expenses in connection therewith), without prejudice, however,
      to
      the rights of any holder or holders of Registrable Securities entitled to do
      so
      to request that such registration be effected as a registration under Section
      2,
      and (ii) in the case of a determination to delay registering, shall be permitted
      to delay registering any Registrable Securities, for the same period as the
      delay in registering such other securities. No registration effected under
      this
      Section 3.1 shall relieve the Company of its obligation to effect any
      registration upon request under Section 2. The Company will pay all Registration
      Expenses in connection with each registration of Registrable Securities
      requested pursuant to this Section 3.1. The right provided the Holders of the
      Registrable Securities pursuant to this Section shall be exercisable at their
      sole discretion and will in no way limit any of the Company’s obligations to pay
      the Securities according to their terms.

     

    
      
        
        

      

      
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    3.2 Priority
      In Incidental Registrations.
      In case
      of an underwritten public offering, if the managing underwriter of the
      underwritten offering contemplated by this Section 3 shall inform the Company
      and holders of the Registrable Securities requesting such registration by letter
      of its belief that the inclusion of such Registrable Securities would materially
      adversely affect the offering contemplated in such registration statement,
      then
      the Company will include in such registration, to the extent of the number
      which
      the Company is so advised that the inclusion of which would not materially
      adversely affect the offering contemplated in such registration statement (i)
      first securities proposed by the Company to be sold for its own account, and
      (ii) second Registrable Securities and (iii) securities of other selling
      security holders requested to be included in such registration.

     

    ARTICLE
      IV

     

    REGISTRATION
      PROCEDURES

     

    4.1 Registration
      Procedures.
      If and
      whenever the Company is required to effect the registration of any Registrable
      Securities under the 1933 Act as provided in Section 2.2 and, as applicable,
      2.3, the Company shall, as expeditiously as possible:

     

    (i) prepare
      and file with the SEC the Registration Statement, or amendments thereto, to
      effect such registration (including such audited financial statements as may
      be
      required by the 1933 Act or the rules and regulations promulgated thereunder)
      and thereafter use its commercially reasonable best efforts to cause such
      registration statement to be declared effective by the SEC, as soon as
      practicable, but in any event no later than the Required Effectiveness Date
      (with respect to a registration pursuant to Section 2.2); provided, however,
      that before filing such registration statement or any amendments thereto, the
      Company will furnish to the counsel selected by the holders of Registrable
      Securities which are to be included in such registration, copies of all such
      documents proposed to be filed;

     

    (ii) with
      respect to any registration statement pursuant to Section 2.2 or Section 2.3,
      prepare and file with the SEC 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 and to comply with
      the
      provisions of the 1933 Act with respect to the disposition of all Registrable
      Securities covered by such registration statement until the earlier to occur
      of
      thirty six (36) months after the date of this Agreement (subject to the right
      of
      the Company to suspend the effectiveness thereof for Excusable Reason (each
      a
“Black-Out
      Period”))
      or
      such time as all of the securities which are the subject of such registration
      statement cease to be Registrable Securities (such period, in each case, the
      “Registration
      Maintenance Period”).
      The
      Company must notify the Investor within twenty four (24) hours prior to any
      Black-Out Period;

     

    
      
        
        

      

      
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    (iii) furnish
      to each holder of Registrable Securities covered by such registration statement
      such number of conformed copies of such registration statement and of each
      such
      amendment and supplement thereto (in each case including all exhibits), such
      number of copies of the prospectus contained in such registration statement
      (including each preliminary prospectus and any summary prospectus) and any
      other
      prospectus filed under Rule 424 under the 1933 Act, in conformity with the
      requirements of the 1933 Act, and such other documents, as such holder of
      Registrable Securities and underwriter, if any, may reasonably request in order
      to facilitate the public sale or other disposition of the Registrable Securities
      owned by such holder of Registrable Securities;

     

    (iv) use
      its
      commercially reasonable best efforts to register or qualify all Registrable
      Securities and other securities covered by such registration statement under
      such other U.S. federal or state securities laws or U.S. state blue sky laws
      as
      any U.S. holder of Registrable Securities thereof shall reasonably request,
      to
      keep such registrations or qualifications in effect for so long as such
      registration statement remains in effect, and take any other action which may
      be
      reasonably necessary to enable such holder of Registrable Securities to
      consummate the disposition in such jurisdictions with the U.S. of the securities
      owned by such holder of Registrable Securities, except that the Company shall
      not for any such purpose be required to qualify generally to do business as
      a
      foreign corporation in any jurisdiction wherein it would not but for the
      requirements of this subdivision (iv) be obligated to be so qualified or to
      consent to general service of process in any such jurisdiction;

     

    (v) use
      its
      commercially reasonable best efforts to cause all Registrable Securities covered
      by such registration statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to enable the U.S.
      holder of Registrable Securities thereof to consummate the disposition of such
      Registrable Securities;

     

    (vi) furnish
      to each holder of Registrable Securities who requests, a signed counterpart,
      addressed to such holder of Registrable Securities, and the underwriters, if
      any, of an opinion of counsel for the Company, dated the effective date of
      such
      registration statement (or, if such registration includes an underwritten public
      offering, an opinion dated the date of the closing under the underwriting
      agreement), reasonably satisfactory in form and substance to such holder of
      Registrable Securities), such opinion to be in the form filed as Exhibit 5
      to
      the Registration Statement, and

     

    (vii) notify
      the Investor and its counsel promptly and confirm such advice in writing
      promptly after the Company has knowledge thereof:

     

    (a) when
      the
      Registration Statement, the prospectus or any prospectus supplement related
      thereto or post-effective amendment to the Registration Statement has been
      filed, and, with respect to the Registration Statement or any post-effective
      amendment thereto, when the same has become effective;

     

    
      
        
        

      

      
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    (b) of
      any
      request by the SEC for amendments or supplements to the Registration Statement
      or the prospectus or for additional information;

     

    (c) of
      the
      issuance by the SEC of any stop order suspending the effectiveness of the
      Registration Statement or the initiation of any proceedings by any Person for
      that purpose; and

     

    (d) of
      the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification of any Registrable Securities for sale under the securities or
      blue sky laws of any jurisdiction or the initiation or threat of any proceeding
      for such purpose;

     

    (viii) notify
      each holder of Registrable Securities covered by such registration statement,
      at
      any time when a prospectus relating thereto is required to be delivered under
      the 1933 Act, upon discovery that, or upon the happening of any event as a
      result of which, the prospectus included in such registration statement, as
      then
      in effect, includes an untrue statement of a material fact or omits to state
      any
      material facts required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances then existing, and
      at
      the request of any such holder of Registrable Securities promptly prepare and
      furnish to such holder of Registrable Securities 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 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 the light of the circumstances then
      existing; use its best efforts to obtain the withdrawal of any order suspending
      the effectiveness of the Registration Statement at the earliest possible
      moment;

     

    (ix) otherwise
      use its commercially reasonable best efforts to comply with all applicable
      rules
      and regulations of the SEC, and make available to its security holders, as
      soon
      as reasonably practicable, an earnings statement covering the period of at
      least
      twelve months, but not more than eighteen months, beginning with the first
      full
      calendar month after the effective date of such registration statement, which
      earnings statement shall satisfy the provisions of Section 11(a) of the 1933
      Act
      and Rule 158 thereunder;

     

    (x) enter
      into such agreements and take such other actions as the Investors shall
      reasonably request in writing (at the expense of the requesting or benefiting
      Investors) in order to expedite or facilitate the disposition of such
      Registrable Securities; and

     

    (xi) use
      its
      commercially reasonable best efforts to list all Registrable Securities covered
      by such registration statement on any securities exchange on which any of the
      Registrable Securities are then listed.

     

    4.2
      The
      Company may require each holder of Registrable Securities as to which any
      registration is being effected to furnish the Company such information regarding
      such holder of Registrable Securities and the distribution of such securities
      as
      the Company may from time to time reasonably request in writing. In this
      connection, the Investor shall 

     

    
      
        
        

      

      
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              (a)

            	
              furnish
                the information as to any shares of Common Stock or other securities
                of
                the Company owned by the holder, the holder’s proposed plan of
                distribution, any relationship between the holder and the Company
                and any
                other information which the Company reasonably requests in connection
                with
                the preparation of the registration statement and update such information
                immediately upon the occurrence of any events or condition which
                make the
                information concerning the holder inaccurate in any material
                respect;

            


    

     

    
      	 	
              (b)

            	
              not
                sell any Registrable Securities pursuant to the registration statement
                except in the manner set forth in the Registration
                Statement;

            


    

     

    
      	 	
              (c)

            	
              comply
                with the prospectus delivery requirements and the provisions of Regulation
                M of the SEC pursuant to the 1933 Act to the extent that such regulation
                is applicable to the holder; 

            


    

     

    
      	 	
              (d)

            	
              not
                sell or otherwise transfer or distribute any Registrable Securities
                if the
                holder possesses any material nonpublic information concerning the
                Company.

            


    

     

    4.3 The
      Company will not file any registration statement pursuant to Section 2.2 or
      Section 2.3, or amendment thereto or any prospectus or any supplement thereto
      to
      which the Investors shall reasonably object, provided that the Company may
      file
      such documents in a form required by law or upon the advice of its
      counsel.

     

    4.4 The
      Company represents and warrants to each holder of Registrable Securities that
      it
      has obtained all necessary waivers, consents and authorizations necessary to
      execute this Agreement and consummate the transactions contemplated hereby
      other
      than such waivers, consents and/or authorizations specifically contemplated
      by
      the Preferred Stock Purchase Agreement.

     

    4.5 Each
      holder of Registrable Securities agrees that, upon receipt of any notice from
      the Company of the occurrence of any event of the kind described in subdivision
      (viii) of Section 4.1, such Holder will forthwith discontinue such holder of
      Registrable Securities’ disposition of Registrable Securities pursuant to the
      Registration Statement relating to such Registrable Securities until such holder
      of Registrable Securities’ receipt of the copies of the supplemented or amended
      prospectus contemplated by subdivision (viii) of Section 4.1 and, if so directed
      by the Company, will deliver to the Company (at the Company’s expense) all
      copies, other than permanent file copies, then in such Holder’s possession of
      the prospectus relating to such Registrable Securities current at the time
      of
      receipt of such notice.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    UNDERWRITTEN
      OFFERINGS 

     

    5.1 Incidental
      Underwritten Offerings.
      If the
      Company at any time proposes to register any of its securities under the 1933
      Act as contemplated by Section 3.1 and such securities are to be distributed
      by
      or through one or more underwriters, the Company will, if requested by any
      holder of Registrable Securities as provided in Section 3.1 and subject to
      the
      provisions of Section 3.2, use its commercially reasonable best efforts to
      arrange for such underwriters to include all the Registrable Securities to
      be
      offered and sold by such holder among the securities to be distributed by such
      underwriters. In no event shall any Investor be deemed an underwriter for
      purposes of this Agreement. This Article V shall not apply to any Registrable
      Securities theretofore registered pursuant to Article II of this
      Agreement.

     

    5.2 Participation
      In Underwritten Offerings.
      No
      holder of Registrable Securities may participate in any underwritten offering
      under Section 3.1 unless such holder of Registrable Securities (i) agrees to
      sell such Person’s securities on the basis provided in any underwriting
      arrangements approved, subject to the terms and conditions hereof, by the
      holders of a majority of Registrable Securities to be included in such
      underwritten offering and (ii) completes and executes all questionnaires,
      indemnities, underwriting agreements and other documents (other than powers
      of
      attorney) required under the terms of such underwriting arrangements.
      Notwithstanding the foregoing, no underwriting agreement (or other agreement
      in
      connection with such offering) shall require any holder of Registrable
      Securities to make a representation or warranty to or agreements with the
      Company or the underwriters other than representations and warranties contained
      in a writing furnished by such holder of Registrable Securities expressly for
      use in the related registration statement or representations, warranties or
      agreements regarding such holder of Registrable Securities, such holder’s
      Registrable Securities and such holder’s intended method of distribution and any
      other representation required by law.

     

    5.3 Preparation;
      Reasonable Investigation.
      In
      connection with the preparation and filing of each registration statement under
      the 1933 Act pursuant to this Agreement, the Company will give the holders
      of
      Registrable Securities registered under such registration statement, and their
      respective counsel and accountants, the opportunity to participate in the
      preparation of such registration statement, each prospectus included therein
      or
      filed with the SEC, and each amendment thereof or supplement thereto, and will
      give each of them such access to its books and records and such opportunities
      to
      discuss the business of the Company with its officers and the independent public
      accountants who have certified its financial statements as shall be necessary,
      in the reasonable opinion of such holders’ and such underwriters’ respective
      counsel, to conduct a reasonable investigation within the meaning of the 1933
      Act.

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    INDEMNIFICATION
      

     

    6.1 Indemnification
      by the Company.
      In the
      event of any registration of any Registrable Securities of the Company under
      the
      1933 Act, the Company will, and hereby does agree to indemnify and hold harmless
      the holder of any Registrable Securities covered by such registration statement,
      its directors and officers, and each other Person, if any, who controls such
      holder or any such underwriter within the meaning of the 1933 Act against any
      losses, claims, damages or liabilities, joint or several, to which such holder
      or any such director or officer or underwriter or controlling person may become
      subject under the 1933 Act or otherwise, insofar as such losses, claims, damages
      or liabilities (or actions or proceedings, whether commenced or threatened,
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in any registration statement
      under which such securities were registered under the 1933 Act, any preliminary
      prospectus, final prospectus or summary prospectus contained therein, or any
      amendment or supplement thereto, or any 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 the Company will reimburse such holder
      and each such director, officer and controlling person for any legal or any
      other expenses reasonably incurred by them in connection with investigating
      or
      defending any such loss, claim, liability, action or proceeding, provided that
      the Company shall not be liable in any such case to the extent that any such
      loss, claim, damage, liability, (or action or proceeding in respect thereof)
      or
      expense arises out of or is based upon an untrue statement or alleged untrue
      statement or omission or alleged omission made in such registration statement,
      any such preliminary prospectus, final prospectus, summary prospectus, amendment
      or supplement in reliance upon and in conformity with written information
      furnished to the Company by such holder stating that it is for use in the
      preparation thereof and, provided further that the Company shall not be liable
      to any Person who participates as an underwriter in the offering or sale of
      Registrable Securities or to any other Person, if any, who controls such
      underwriter within the meaning of the 1933 Act, in any such case to the extent
      that any such loss, claim, damage, liability (or action or proceeding in respect
      thereof) or expense arises out of such Person’s failure to send or give a copy
      of the final prospectus, as the same may be then supplemented or amended, within
      the time required by the 1933 Act to the Person asserting the existence of
      an
      untrue statement or alleged untrue statement or omission or alleged omission
      at
      or prior to the written confirmation of the sale of Registrable Securities
      to
      such Person if such statement or omission was corrected in such final prospectus
      or an amendment or supplement thereto. Such indemnity shall remain in full
      force
      and effect regardless of any investigation made by or on behalf of such holder
      or any such director, officer, underwriter or controlling person and shall
      survive the transfer of such securities by such holder.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    6.2 Indemnification
      by the Investor.
      The
      Company may require, as a condition to including any Registrable Securities
      in
      any registration statement filed pursuant to this Agreement, that the Company
      shall have received an undertaking satisfactory to it from the prospective
      holder of such Registrable Securities, and the Investor hereby agrees to
      indemnify and hold harmless (in the same manner and to the same extent as set
      forth in Section 6.1) the Company, each director of the Company, each officer
      of
      the Company, each representative or agent of the Company, and each other Person,
      if any, who controls the Company within the meaning of the 1933 Act, with
      respect to any statement or alleged statement in or omission or alleged omission
      from such registration statement, any preliminary prospectus, final prospectus
      or summary prospectus contained therein, or any amendment or supplement thereto,
      if such statement or alleged statement or omission or alleged omission was
      made
      in reliance upon or in conformity with written information furnished to the
      Company by such holder of Registrable Securities specifically stating that
      it is
      for use in the preparation of such registration statement, preliminary
      prospectus, final prospectus, summary prospectus, amendment or supplement.
      Any
      such indemnity shall remain in full force and effect, regardless of any
      investigation made by or on behalf of the Company or any such director, officer
      or controlling person and shall survive the transfer of such securities by
      such
      Investor. The indemnification by the Investors shall be limited to
      $50,000.

     

    6.3 Notices
      Of Claims, Etc.
      Promptly after receipt by an indemnified party of notice of the commencement
      of
      any action or proceeding involving a claim referred to in Sections 6.1 and
      Section 6.2, such indemnified party will, if a claim in respect thereof is
      to be
      made against an indemnifying party, give written notice to the latter of the
      commencement of such action, provided that the failure of any indemnified party
      to give notice as provided herein shall not relieve the indemnifying party
      of
      its obligations under Sections 6.1 and Section 6.2, except to the extent that
      the indemnifying party is actually prejudiced by such failure to give notice.
      In
      case any such action is brought against an indemnified party, unless in the
      reasonable judgment of such indemnified party’s counsel a conflict of interest,
      as hereinafter defined, between such indemnified and indemnifying parties may
      exist in respect of such claim, the indemnifying party shall be entitled to
      participate in and to assume the defense thereof, jointly with any other
      indemnifying party similarly notified, to the extent that the indemnifying
      party
      may wish, with counsel reasonably satisfactory to such indemnified party, and
      after notice from the indemnifying party to such indemnified party of its
      election so to assume the defense thereof, the indemnifying party shall not
      be
      liable to such indemnified party for any legal or other expenses subsequently
      incurred by the latter in connection with the defense thereof other than
      reasonable costs of investigation. No indemnifying party shall, without the
      consent of the indemnified party, consent to entry of any judgment or enter
      into
      any settlement of any such action which does not include as an unconditional
      term thereof the giving by the claimant or plaintiff to such indemnified party
      of a release from all liability, or a covenant not to sue, in respect to such
      claim or litigation. No indemnified party shall consent to entry of any judgment
      or enter into any settlement of any such action the defense of which has been
      assumed by an indemnifying party without the consent of such indemnifying party.
      the defendants in any action covered by this Section 6.3 include both the
      indemnified party and the indemnifying party and counsel for 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
      (collectively, a “conflict of interest”), the indemnified parties, as a group,
      shall have the right to select one separate counsel and to assume such legal
      defenses and otherwise to participate in the defense of such action, with the
      reasonable expenses and fees of such separate counsel and other expenses related
      to such participation to be reimbursed by the indemnifying party. Such counsel
      shall be selected by the holders of a majority of the shares of Common Stock
      having an indemnity claim against the Company, whether pursuant to this
      Agreement or any other agreements which provide such or similar
      indemnity.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    6.4 Other
      Indemnification.
      Indemnification similar to that specified in Sections 6.1 and Section 6.2 (with
      appropriate modifications) shall be given by the Company and each holder of
      Registrable Securities (but only if and to the extent required pursuant to
      the
      terms herein) with respect to any required registration or other qualification
      of securities under any Federal or state law or regulation of any governmental
      authority, other than the 1933 Act.

     

    6.5 Indemnification
      Payments.
      The
      indemnification required by Sections 6.1 and Section 6.2 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 expense, loss, damage or liability
      is incurred.

     

    6.6 Contribution.
      If the
      indemnification provided for in Sections 6.1 and Section 6.2 is unavailable
      to
      an indemnified party in respect of any expense, loss, claim, damage or liability
      referred to therein, then each indemnifying party, in lieu of indemnifying
      such
      indemnified party, shall contribute to the amount paid or payable by such
      indemnified party as a result of such expense, loss, claim, damage or liability
      (i) in such proportion as is appropriate to reflect the relative benefits
      received by the Company on the one hand and the holder of Registrable Securities
      , as the case may be, on the other from the distribution of the Registrable
      Securities or (ii) if the allocation provided by clause (i) above is not
      permitted by applicable law, in such proportion as is appropriate to reflect
      not
      only the relative benefits referred to in clause (i) above but also the relative
      fault of the Company on the one hand and of the holder of Registrable Securities
      , as the case may be, on the other in connection with the statements or
      omissions which resulted in such expense, loss, damage or liability, as well
      as
      any other relevant equitable considerations. The relative benefits received
      by
      the Company on the one hand and the holder of Registrable Securities , on the
      other in connection with the distribution of the Registrable Securities shall
      be
      deemed to be in the same proportion as the total net proceeds received by the
      Company from the initial sale of the Registrable Securities by the Company
      to
      the purchasers bear to the gain, if any, realized by all selling holders
      participating in such offering. The relative fault of the Company on the one
      hand and of the holder of Registrable Securities, on the other shall be
      determined by reference to, among other things, whether the untrue or alleged
      untrue statement of a material fact or omission to state a material fact relates
      to information supplied by the Company, by the holder of Registrable Securities
      and the parties’ relative intent, knowledge, access to information supplied by
      the Company, by the holder of Registrable Securities and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such statement or omission, provided that the foregoing contribution agreement
      shall not inure to the benefit of any indemnified party if indemnification
      would
      be unavailable to such indemnified party by reason of the provisions contained
      herein, and in no event shall the obligation of any indemnifying party to
      contribute under this Section 6.6 exceed the amount that such indemnifying
      party
      would have been obligated to pay by way of indemnification if the
      indemnification provided for hereunder had been available under the
      circumstances.

     

    
      
        
        

      

      
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    The
      Company and the holders of Registrable Securities agree that it would not be
      just and equitable if contribution pursuant to this Section 6.6 were determined
      by pro rata allocation or by any other method of allocation that does not take
      account of the equitable considerations referred to in the immediately preceding
      paragraph. The amount paid or payable by an indemnified party as a result of
      the
      losses, claims, damages and liabilities referred to in the immediately preceding
      paragraph shall be deemed to include, subject to the limitations set forth
      herein, any legal or other expenses reasonably incurred by such indemnified
      party in connection with investigating or defending any such action or
      claim.

     

    Notwithstanding
      the provisions of this Section 6.6, no holder of Registrable Securities shall
      be
      required to contribute any amount in excess of the amount by which, the net
      proceeds received by such holder from the sale of Registrable Securities in
      the
      applicable Registration Statement exceeds, in any such case, the amount of
      any
      damages that such holder has otherwise been required to pay by reason of such
      untrue or alleged untrue statement or omission. No Person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
      be
      entitled to contribution from any person who was not guilty of such fraudulent
      misrepresentation.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII

     

    RULE
      144

     

    7.1 Rule
      144.
      The
      Company shall use commercially reasonable best efforts to file in a timely
      manner the reports required to be filed by the Company under the 1933 Act and
      the 1934 Act (including but not limited to the reports under Sections 13 and
      15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 adopted
      by
      the SEC under the 1933 Act) and the rules and regulations adopted by the SEC
      thereunder (or, if the Company is not required to file such reports, will,
      upon
      the request of any holder of Registrable Securities, make publicly available
      other information) and will take such further action as any holder of
      Registrable Securities may reasonably request, all to the extent required from
      time to time to enable such holder to sell Registrable Securities without
      registration under the 1933 Act within the limitation of the exemptions provided
      by (a) Rule 144 under the 1933 Act, as such Rule may be amended from time to
      time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon
      the request of any holder of Registrable Securities, the Company will deliver
      to
      such holder a written statement as to whether it has complied with the
      requirements of this Section 7.1.

     

    ARTICLE
      VIII

     

    MISCELLANEOUS
      

     

    8.1 Amendments
      And Waivers.
      This
      Agreement may be amended and the Company may take any action herein prohibited,
      or omit to perform any act herein required to be performed by it, only if the
      Company shall have obtained the written consent to such amendment, action or
      omission to act, of the holder or holders of the sum of the fifty-one percent
      (51%) or more of the shares of (i) Registrable Securities issued at such time,
      plus (ii) Registrable Securities issuable upon exercise or conversion of the
      Securities then constituting derivative securities (if such Securities were
      not
      fully exchanged or converted in full as of the date such consent if sought).
      Each holder of any Registrable Securities at the time or thereafter outstanding
      shall be bound by any consent authorized by this Section 8.1, whether or not
      such Registrable Securities shall have been marked to indicate such
      consent.

     

    8.2 Nominees
      For Beneficial Owners.
      In the
      event that any Registrable Securities are held by a nominee for the beneficial
      owner thereof, the beneficial owner thereof may, at its election, be treated
      as
      the holder of such Registrable Securities for purposes of any request or other
      action by any holder or holders of Registrable Securities pursuant to this
      Agreement or any determination of any number of percentage of shares of
      Registrable Securities held by a holder or holders of Registrable Securities
      contemplated by this Agreement. If the beneficial owner of any Registrable
      Securities so elects, the Company may require assurances reasonably satisfactory
      to it of such owner’s beneficial ownership or such Registrable
      Securities.

     

    8.3 Notices.
      Except
      as
      otherwise provided in this Agreement, all notices, requests and other
      communications to any Person provided for hereunder shall be in writing and
      shall be given to such Person (a) in the case of a party hereto other than
      the
      Company, addressed to such party in the manner set forth in the Preferred Stock
      Purchase Agreement or at such other address as such party shall have furnished
      to the Company in writing, or (b) in the case of any other holder of Registrable
      Securities, at the address that such holder shall have furnished to the Company
      in writing, or, until any such other holder so furnishes to the Company an
      address, then to and at the address of the last holder of such Registrable
      Securities who has furnished an address to the Company, or (c) in the case
      of
      the Company, at the address set forth on the signature page hereto, to the
      attention of its President, or at such other address, or to the attention of
      such other officer, as the Company shall have furnished to each holder of
      Registrable Securities at the time outstanding. Each such notice, request or
      other communication shall be effective (i) if given by mail, 72 hours (or 7
      business days if the address of the recipient is an overseas address) after
      such
      communication is deposited in the mail with first class postage prepaid,
      addressed as aforesaid or (ii) if given by any other means (including, without
      limitation, by fax or air courier), when delivered at the address specified
      above, provided that any such notice, request or communication shall not be
      effective until received.

     

    
      
        
        

      

      
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    8.4 Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto. In addition, and whether or not any express assignment
      shall have been made, the provisions of this Agreement which are for the benefit
      of the parties hereto other than the Company shall also be for the benefit
      of
      and enforceable by any subsequent holder of any Registrable Securities. Each
      of
      the Holders of the Registrable Securities agrees, by accepting any portion
      of
      the Registrable Securities after the date hereof, to the provisions of this
      Agreement including, without limitation, appointment of the Investors’
Representative to act on behalf of such Holder pursuant to the terms hereof
      which such actions shall be made in the good faith discretion of the Investors’
Representative and be binding on all persons for all purposes.

     

    8.5 Descriptive
      Headings.
      The
      descriptive headings of the several sections and paragraphs of this Agreement
      are inserted for reference only and shall not limit or otherwise affect the
      meaning hereof.

     

    8.6 Governing
      Law.
      This
      Agreement shall be exclusively governed by, and construed in accordance with,
      the laws of the State of New York, without giving effect to applicable
      principles of conflicts of law.

     

    8.7 Jurisdiction.
      If any
      action is brought among the parties with respect to this Agreement or otherwise,
      by way of a claim or counterclaim, the parties agree that in any such action,
      and on all issues, the parties irrevocably waive their right to a trial by
      jury.
      Exclusive jurisdiction and venue for any such action shall be the State or
      Federal Courts serving the State of New York. In the event suit or action is
      brought by any party under this Agreement to enforce any of its terms, or in
      any
      appeal therefrom, it is agreed that the prevailing party shall be entitled
      to
      reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
      appellate court.

     

    8.8 Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding between the Company
      and each other party hereto relating to the subject matter hereof and supercedes
      all prior agreements and understandings relating to such subject
      matter.

     

    
      
        
        

      

      
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    8.9 Severability.
      If any
      provision of this Agreement, or the application of such provisions to any Person
      or circumstance, shall be held invalid, the remainder of this Agreement, or
      the
      application of such provision to Persons or circumstances other than those
      to
      which it is held invalid, shall not be affected thereby.

     

    8.10 Binding
      Effect.
      All the
      terms and provisions of this Agreement whether so expressed or not, shall be
      binding upon, inure to the benefit of, and be enforceable by the parties and
      their respective administrators, executors, legal representatives, heirs,
      successors and assignees. 

     

    8.11 Preparation
      of Agreement.
      This
      Agreement shall not be construed more strongly against any party regardless
      of
      who is responsible for its preparation. The parties acknowledge each contributed
      and is equally responsible for its preparation. 

     

    8.12 Failure
      or Indulgence Not Waiver; Remedies Cumulative.
      No
      failure or delay on the part of any party hereto in the exercise of any right
      hereunder shall impair such right or be construed to be a waiver of, or
      acquiescence in, any breach of any representation, warranty, covenant or
      agreement herein, nor shall nay single or partial exercise of any such right
      preclude other or further exercise thereof or of any other right. All rights
      and
      remedies existing under this Agreement are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    8.13 Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same agreement. A facsimile transmission of this signed Agreement shall
      be legal and binding on all parties hereto. 

     

    [SIGNATURES
      ON FOLLOWING PAGE]


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    

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

      


      
        	
                ENTECH
                  ENVIRONMENTAL TECHNOLOGIES, INC.

              
	 	 
	
                By:
                  

              	
                /s/
                  Joseph I. Emas

              
	
                Name:
                  

              	
                Joseph
                  I. Emas

              
	
                Title: 

              	
                Director

              


      

      


      INVESTORS

       

      
        
          	
                  BARRON
                    PARTNERS LP

                
	
                  By:
                    Barron Capital Advisors, LLC, its General Partners

                
	
                   

                	
                   

                
	
                  By:
                    

                	
                  /s/
                    Andrew Barron Worden

                
	
                   

                	
                  Andrew
                    Barron Worden

                
	
                   

                	
                  President

                
	
                   

                	
                  730
                    Fifth Avenue, 9th Floor

                
	
                   

                	
                  New
                    York NY 10019

                


        

      

      


      
        	
                EOS
                  HOLDINGS LLC

              
	 	 
	
                By:
                  

              	
                /s/
                  _ Jon Carnes

              
	
                Name:
                  

              	
                Jon
                  Carnes

              
	
                Title: 

              	
                President

              


      

    

     

    
      
        
        

      

      
        20