Unassociated Document


    Exhibit
      10.3
      EXECUTION
        COPY

       

      
        REGISTRATION
          RIGHTS AGREEMENT

         

        REGISTRATION
          RIGHTS AGREEMENT (this "Agreement"),
          dated
          as of March 13, 2008, by and among Wo Hing Li (the "Seller")
          and
          the undersigned buyers (each, a "Buyer",
          and
          collectively, the "Buyers").

        


        WHEREAS:

         

         

        A. In
          connection with the Securities Purchase Agreement by and among the Seller
          and
          the Buyers of even date herewith (the "Securities
          Purchase Agreement"),
          the
          Seller has agreed, upon the terms and subject to the conditions set forth
          in the
          Securities Purchase Agreement, to sell to each Buyer shares (the "Common
          Shares")
          of the
          common stock, par value $0.001 per share (the "Common
          Stock")
          of
          China Precision Steel, Inc., a Delaware corporation, with headquarters
          located
          at 87 Wing Lok Street, 8th
          Floor,
          Teda Building, Sheung Wan, Hong Kong, PRC (the "Company").

         

        B. In
          accordance with the terms of the Securities Purchase Agreement, the Seller
          has
          represented that he has certain registration rights in connection with
          the
          Common Shares to have such shares registered for re-sale under the Securities
          Act of 1933, as amended, and the rules and regulations thereunder, or any
          similar successor statute (collectively, the "1933
          Act"),
          and
          applicable state securities laws.

        


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

         

        1.  Definitions.
          

         

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

         

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

         

        b.  "Additional
          Effectiveness Deadline"
          means
          the date which is ninety (90) calendar days after the earlier of the Additional
          Filing Date and the Additional Filing Deadline.

         

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

         

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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        g.  "Additional
          Required Registration Amount"
          means
          any Cutback Shares not previously included on a Registration Statement,
          all
          subject to adjustment as provided in Section 2(f).

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        o.  "Initial
          Effectiveness Deadline"
          means
          the
          date one-hundred and twenty (120) calendar days after the Closing
          Date. 

         

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

         

        q.  "Initial
          Registrable Securities"
          for the
          Initial Registration Statement means (i) the Common Shares and (ii) any
          capital
          stock of the Company issued or issuable, with respect to the Common Shares
          as a
          result of any stock split, stock dividend, recapitalization, exchange or
          similar
          event or otherwise.

         

        
          
            
            

          

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

         

        s.  "Initial
          Required Registration Amount"
          means
          (I)
the
          number of Common Shares issued and issuable pursuant to the Securities
          Purchase
          Agreement or
          (II)
          such other amount as may be required by the staff of the SEC pursuant to
          Rule
          415 with any cutback applied pro rata to all Registrable Securities, except
          to
          the extent prohibited by the SEC. 

         

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

         

        u.  "Person"
          means
          an individual, a limited liability company, a partnership, a joint venture,
          a
          corporation, a trust, an unincorporated organization and a government or
          any
          department or agency thereof.

         

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

         

        w.  "Registrable
          Securities"
          means
          the Initial Registrable Securities and the Additional Registrable
          Securities.

         

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

         

        y.  "Required
          Holders"
          means
          the holders of at least a majority of the Registrable Securities.

         

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

         

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

         

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

         

        
          
            
            

          

          
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        2.  Registration.

         

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

         

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

         

        c.  Allocation
          of Registrable Securities.
          The
          initial number of Registrable Securities included in any Registration Statement
          and any increase in the number of Registrable Securities included therein
          shall
          be allocated pro rata among the Investors based on the number of Registrable
          Securities held by each Investor at the time the Registration Statement
          covering
          such initial number of Registrable Securities or increase thereof is declared
          effective by the SEC. In the event that an Investor sells or otherwise
          transfers
          any of such Investor's Registrable Securities, each transferee shall be
          allocated a pro rata portion of the then remaining number of Registrable
          Securities included in such Registration Statement for such transferor.
          Any
          shares of Common Stock included in a Registration Statement and which remain
          allocated to any Person which ceases to hold any Registrable Securities
          covered
          by such Registration Statement shall be allocated to the remaining Investors,
          pro rata based on the number of Registrable Securities then held by such
          Investors which are covered by such Registration Statement. In no event
          shall
          any securities other than Registrable Securities be included on any Registration
          Statement without the prior written consent of the Required
          Holders.

         

        
          
            
            

          

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

         

        e.  Ineligibility
          for Form S-3.
          In the
          event that Form S-3 is not available for the registration of the resale
          of
          Registrable Securities hereunder, the Seller shall cause the Company to
          (i)
          register the resale of the Registrable Securities on another appropriate
          form
          reasonably acceptable to the Required Holders and (ii) undertake to register
          the
          Registrable Securities on Form S-3 as soon as such form is available, provided
          that the Seller shall cause the Company to maintain the effectiveness of
          the
          Registration Statement then in effect until such time as a Registration
          Statement on Form S-3 covering the Registrable Securities has been declared
          effective by the SEC.

         

        f.  Sufficient
          Number of Shares Registered.
          In the
          event the number of shares available under a Registration Statement filed
          pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of
          the
          Registrable Securities required to be covered by such Registration Statement
          or
          an Investor's allocated portion of the Registrable Securities pursuant
          to
          Section 2(c), the Seller shall cause the Company to amend the applicable
          Registration Statement, or file a new Registration Statement (on the short
          form
          available therefor, if applicable), or both, so as to cover at least the
          Required Registration Amount as of the Trading Day immediately preceding
          the
          date of the filing of such amendment or new Registration Statement, in
          each
          case, as soon as practicable, but in any event not later than thirty (30)
          days
          after the necessity therefor arises. The Seller shall cause the Company
          to use
          its best efforts to cause such amendment and/or new Registration Statement
          to
          become effective as soon as practicable following the filing thereof. For
          purposes of the foregoing provision, the number of shares available under
          a
          Registration Statement shall be deemed "insufficient to cover all of the
          Registrable Securities" if at any time the number of shares of Common Stock
          available for resale under the Registration Statement is less than the
          product
          determined by multiplying (i) the Required Registration Amount as of such
          time
          by (ii) 0.90.

         

        
          
            
            

          

          
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        g.  Effect
          of Failure to File and Obtain and Maintain Effectiveness of Registration
          Statement.
          If (i)
          a Registration Statement covering all of the Registrable Securities required
          to
          be covered thereby and required to be filed by the Company pursuant to
          this
          Agreement is (A) not filed with the SEC on or before the respective Filing
          Deadline (a "Filing
          Failure")
          or (B)
          not declared effective by the SEC on or before the respective Effectiveness
          Deadline (an "Effectiveness
          Failure");
          (ii)
          on any day after the Effective Date sales of all of the Registrable Securities
          required to be included on such Registration Statement cannot be made (other
          than during an Allowable Grace Period (as defined in Section 3(r)) pursuant
          to
          such Registration Statement or otherwise (including, without limitation,
          because
          of a failure to keep such Registration Statement effective, to disclose
          such
          information as is necessary for sales to be made pursuant to such Registration
          Statement, to register a sufficient number of shares of Common Stock or
          to
          maintain the listing of the Common Stock) (a "Maintenance
          Failure");
          or
          (iii) the Seller shall fail to cause the Company to comply with Section
          8 below
          (a "Public
          Information Failure");
          then,
          as partial relief for the damages to any holder by reason of any such delay
          in
          or reduction of its ability to sell the underlying shares of Common Stock
          (which
          remedy shall not be exclusive of any other remedies available at law or
          in
          equity), the Seller shall pay to each holder of Registrable Securities
          relating
          to such Registration Statement an amount in cash equal to one and one-half
          a
          percent (1.5%) of the aggregate Purchase Price (as such term is defined
          in the
          Securities Purchase Agreement) of such Investor's Registrable Securities
          (whether or not included in such Registration Statement) paid to the Seller
          at
          the time of such failure, on each of the following dates: (i) the day of
          a
          Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial
          day
          of a Maintenance Failure; (iv) the initial day of a Public Information
          Failure;
          (v) on every thirtieth day after the day of a Filing Failure and thereafter
          (pro
          rated for periods totaling less than thirty days) until such Filing Failure
          is
          cured; (vi) on every thirtieth day after the day of an Effectiveness Failure
          and
          thereafter (pro rated for periods totaling less than thirty days) until
          such
          Effectiveness Failure is cured; (vii) on every thirtieth day after the
          initial
          day of a Maintenance Failure and thereafter (pro rated for periods totaling
          less
          than thirty days) until such Maintenance Failure is cured; and (viii) on
          every
          thirtieth day after the initial day of a Public Information Failure and
          thereafter (pro rated for periods totaling less than thirty days) until
          such
          Public Information Failure is cured. The payments to which a holder shall
          be
          entitled pursuant to this Section 2(g) are referred to herein as "Registration
          Delay Payments."
          Registration Delay Payments shall be paid on the earlier of (I) the dates
          set
          forth above and (II) the third Business Day after the event or failure
          giving
          rise to the Registration Delay Payments is cured. In the event the Seller
          fails
          to make Registration Delay Payments in a timely manner, such Registration
          Delay
          Payments shall bear interest at the rate of one percent (1.0%) per month
          (prorated for partial months) until paid in full. 

         

        h.  Assignment
          of Registration Rights.
          The
          Seller hereby transfers and assigns any and all registration rights in
          and to
          the Common Shares to the Buyers. The Seller shall use his best efforts
          as a
          party to any registration rights agreement or understanding and as the
          holder of
          such shares to enforce such registration rights to the benefit of the Buyers.
          Without limiting the foregoing, the Seller shall also take such actions
          as are
          necessary or appropriate to cause the Company to take the actions set forth
          in
          this Agreement with respect to registration of the Common Shares; provided,
          that
          the Seller shall take such actions only his capacity as a party to any
          registration rights agreement with respect to the Common Shares and as
          a
          shareholder of the Company, but not as an officer or director of the Company.
          The Buyers acknowledge and agree that the Seller shall not be obligated to take
          any action with respect hereto in his capacity as Chief Executive Officer
          and/or
          director of the Company. The parties further acknowledge and agree that
          the
          Seller shall be entitled to abstain from any vote of directors of the Company
          regarding the matters set forth herein.

         

        
          
            
            

          

          
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        3.  Related
          Obligations.

         

        At
          such
          time as the Seller is obligated to cause the Company to file a Registration
          Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the
          Seller
          shall cause the Company to use its best efforts to effect the registration
          of
          the Registrable Securities in accordance with the intended method of disposition
          thereof and, pursuant thereto, the Seller shall cause the Company to have
          the
          following obligations:

         

        a.  The
          Seller shall cause the Company to promptly prepare and file with the SEC
          a
          Registration Statement with respect to the Registrable Securities and use
          its
          reasonable best efforts to cause such Registration Statement relating to
          the
          Registrable Securities to become effective as soon as practicable after
          such
          filing (but in no event later than the Effectiveness Deadline). The Seller
          shall
          cause the Company to keep each Registration Statement effective pursuant
          to Rule
          415 at all times until the earlier of (i) the date as of which the Investors
          may
          sell all of the Registrable Securities covered by such Registration Statement
          without restriction pursuant to Rule 144 and without the requirement to
          be in
          compliance with Rule 144(c)(1) (or any successor thereto) promulgated under
          the
          1933 Act or (ii) the date on which the Investors shall have sold all of
          the
          Registrable Securities covered by such Registration Statement (the "Registration
          Period").
          The
          Seller shall cause the Company to ensure that each Registration Statement
          (including any amendments or supplements thereto and prospectuses contained
          therein) shall not contain any untrue statement of a material fact or omit
          to
          state a material fact required to be stated therein, or necessary to make
          the
          statements therein (in the case of prospectuses, in the light of the
          circumstances in which they were made) not misleading. The term "best efforts"
          shall mean, among other things, that the Seller shall cause the Company
          to
          submit to the SEC, within two (2) Business Days after the later of the
          date that
          (i) the Company learns that no review of a particular Registration Statement
          will be made by the staff of the SEC or that the staff has no further comments
          on a particular Registration Statement, as the case may be, and (ii) the
          approval of Legal Counsel pursuant to Section 3(c) (which approval is
          immediately sought), a request for acceleration of effectiveness of such
          Registration Statement to a time and date not later than two (2) Business
          Days
          after the submission of such request. The Seller shall cause the Company
          to
          respond in writing to comments made by the SEC in respect of a Registration
          Statement as soon as practicable, but in no event later than fifteen (15)
          days
          after the receipt of comments by or notice from the SEC that an amendment
          is
          required in order for a Registration Statement to be declared
          effective.

         

        b.  The
          Seller shall cause the Company to prepare and file with the SEC such amendments
          (including post-effective amendments) and supplements to a Registration
          Statement and the prospectus used in connection with such Registration
          Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
          under the 1933 Act, as may be necessary to keep such Registration Statement
          effective at all times during the Registration Period, and, during such
          period,
          comply with the provisions of the 1933 Act with respect to the disposition
          of
          all Registrable Securities of the Company covered by such Registration
          Statement
          until such time as all of such Registrable Securities shall have been disposed
          of in accordance with the intended methods of disposition by the seller
          or
          sellers thereof as set forth in such Registration Statement. In the case
          of
          amendments and supplements to a Registration Statement which are required
          to be
          filed pursuant to this Agreement (including pursuant to this Section 3(b))
          by
          reason of the Company filing a report on Form 10-Q, Form 10-QSB, Form 10-K,
          Form
          10-KSB or any analogous report under the Securities Exchange Act of 1934,
          as
          amended (the "1934
          Act"),
          the
          Seller shall cause the Company to have incorporated such report by reference
          into such Registration Statement, if applicable, or shall file such amendments
          or supplements with the SEC on the same day on which the 1934 Act report
          is
          filed which created the requirement for the Company to amend or supplement
          such
          Registration Statement.

         

        
          
            
            

          

          
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        c.  The
          Seller shall cause the Company to (A) permit Legal Counsel to review and
          comment
          upon (i) a Registration Statement at least five (5) Business Days prior
          to its
          filing with the SEC and (ii) all amendments and supplements to all Registration
          Statements (except for Annual Reports on Form 10-K or Form 10-KSB, Quarterly
          Reports on Form 10-Q or Form 10-QSB, Current Reports on Form 8-K, and any
          similar or successor reports) within a reasonable number of days prior
          to their
          filing with the SEC, and (B) not file any Registration Statement or amendment
          or
          supplement thereto in a form to which Legal Counsel reasonably objects.
          The
          Seller shall cause the Company to not submit a request for acceleration
          of the
          effectiveness of a Registration Statement or any amendment or supplement
          thereto
          without the prior approval of Legal Counsel, which consent shall not be
          unreasonably withheld. The Seller shall cause the Company to furnish to
          Legal
          Counsel, without charge, (i) copies of any correspondence from the SEC
          or the
          staff of the SEC to the Company or its representatives relating to any
          Registration Statement, (ii) promptly after the same is prepared and filed
          with
          the SEC, one copy of any Registration Statement and any amendment(s) thereto,
          including financial statements and schedules, all documents incorporated
          therein
          by reference, if requested by an Investor, and all exhibits and (iii) upon
          the
          effectiveness of any Registration Statement, one copy of the prospectus
          included
          in such Registration Statement and all amendments and supplements thereto.
          The
          Seller shall cause the Company to reasonably cooperate with Legal Counsel
          in
          performing obligations the Seller is required to cause the Company to perform
          pursuant to this Section 3. 

         

        d.  The
          Seller shall cause the Company to furnish to each Investor whose Registrable
          Securities are included in any Registration Statement, without charge,
          (i)
          promptly after the same is prepared and filed with the SEC, at least one
          copy of
          such Registration Statement and any amendment(s) thereto, including financial
          statements and schedules, all documents incorporated therein by reference,
          if
          requested by an Investor, all exhibits and each preliminary prospectus,
          (ii)
          upon the effectiveness of any Registration Statement, ten (10) copies of
          the
          prospectus included in such Registration Statement and all amendments and
          supplements thereto (or such other number of copies as such Investor may
          reasonably request) and (iii) such other documents, including copies of
          any
          preliminary or final prospectus, as such Investor may reasonably request
          from
          time to time in order to facilitate the disposition of the Registrable
          Securities owned by such Investor.

         

        e.  The
          Seller shall cause the Company to use its reasonable best efforts to (i)
          register and qualify, unless an exemption from registration and qualification
          applies, the resale by Investors of the Registrable Securities covered
          by a
          Registration Statement under such other securities or "blue sky" laws of
          all
          applicable jurisdictions in the United States, (ii) prepare and file in
          those
          jurisdictions, such amendments (including post-effective amendments) and
          supplements to such registrations and qualifications as may be necessary
          to
          maintain the effectiveness thereof during the Registration Period, (iii)
          take
          such other actions as may be necessary to maintain such registrations and
          qualifications in effect at all times during the Registration Period, and
          (iv)
          take all other actions reasonably necessary or advisable to qualify the
          Registrable Securities for sale in such jurisdictions; provided, however,
          that
          the Company shall not be required in connection therewith or as a condition
          thereto to (x) qualify to do business in any jurisdiction where it would
          not
          otherwise be required to qualify but for this Section 3(e), (y) subject
          itself
          to general taxation in any such jurisdiction, or (z) file a general consent
          to
          service of process in any such jurisdiction. The Seller shall cause the
          Company
          to promptly notify Legal Counsel and each Investor who holds Registrable
          Securities of the receipt by the Company of any notification with respect
          to the
          suspension of the registration or qualification of any of the Registrable
          Securities for sale under the securities or "blue sky" laws of any jurisdiction
          in the United States or its receipt of actual notice of the initiation
          or
          threatening of any proceeding for such purpose.

         

        
          
            
            

          

          
            -
              8
              -

            
              

            

          

          
            
            

          

        

         

        f.  The
          Seller shall cause the Company to notify Legal Counsel and each Investor
          in
          writing of the happening of any event, as promptly as practicable after
          becoming
          aware of such event, as a result of which the prospectus included in a
          Registration Statement, as then in effect, includes an untrue statement
          of a
          material fact or omission to state a material fact required to be stated
          therein
          or necessary to make the statements therein, in the light of the circumstances
          under which they were made, not misleading (provided that in no event shall
          such
          notice contain any material, nonpublic information), and, subject to Section
          3(r), promptly prepare a supplement or amendment to such Registration Statement
          to correct such untrue statement or omission and deliver ten (10) copies
          of such
          supplement or amendment to Legal Counsel and each Investor (or such other
          number
          of copies as Legal Counsel or such Investor may reasonably request). The
          Seller
          shall cause the Company to also promptly notify Legal Counsel and each
          Investor
          in writing (i) when a prospectus or any prospectus supplement or post-effective
          amendment has been filed, and when a Registration Statement or any
          post-effective amendment has become effective (notification of such
          effectiveness shall be delivered to Legal Counsel and each Investor by
          facsimile
          or e-mail on the same day of such effectiveness and by overnight mail),
          (ii) of
          any request by the SEC for amendments or supplements to a Registration
          Statement
          or related prospectus or related information, and (iii) of the Company's
          reasonable determination that a post-effective amendment to a Registration
          Statement would be appropriate. 

         

        g.  The
          Seller shall cause the Company to use its reasonable best efforts to prevent
          the
          issuance of any stop order or other suspension of effectiveness of a
          Registration Statement, or the suspension of the qualification of any of
          the
          Registrable Securities for sale in any jurisdiction and, if such an order
          or
          suspension is issued, to obtain the withdrawal of such order or suspension
          at
          the earliest possible moment and to notify Legal Counsel and each Investor
          who
          holds Registrable Securities being sold of the issuance of such order and
          the
          resolution thereof or its receipt of actual notice of the initiation or
          threat
          of any proceeding for such purpose.

         

        h.  If
          any
          Investor is required under applicable securities laws to be described in
          the
          Registration Statement as an underwriter or
          an
          Investor believes that it could reasonably be deemed to be an underwriter
          of
          Registrable Securities,
          at the
          reasonable request of such Investor, the Seller shall cause the Company
          to
          furnish to such Investor, on the date of the effectiveness of the Registration
          Statement and thereafter from time to time on such dates as an Investor
          may
          reasonably request (i) a letter, dated such date, from the Company's independent
          certified public accountants in form and substance as is customarily given
          by
          independent certified public accountants to underwriters in an underwritten
          public offering, addressed to the Investors, and (ii) an opinion, dated
          as of
          such date, of counsel representing the Company for purposes of such Registration
          Statement, in form, scope and substance as is customarily given in an
          underwritten public offering, addressed to the Investors.

         

        
          
            
            

          

          
            -
              9
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        i.  If
          any
          Investor is required under applicable securities laws to be described in
          the
          Registration Statement as an underwriter or an Investor believes that it
          could
          reasonably be deemed to be an underwriter of Registrable Securities, the
          Seller
          shall cause the Company to make available for inspection by (i) such Investor,
          (ii) Legal Counsel and (iii) one firm of accountants or other agents retained
          by
          the Investors (collectively, the "Inspectors"),
          all
          pertinent financial and other records, and pertinent corporate documents
          and
          properties of the Company (collectively, the "Records"),
          as
          shall be reasonably deemed necessary by each Inspector, and cause the Company's
          officers, directors and employees to supply all information which any Inspector
          may reasonably request; provided, however, that each Inspector shall agree
          to
          hold in strict confidence and shall not make any disclosure (except to
          an
          Investor) or use of any Record or other information which the Company determines
          in good faith to be confidential, and of which determination the Inspectors
          are
          so notified, unless (a) the disclosure of such Records is necessary to
          avoid or
          correct a misstatement or omission in any Registration Statement or is
          otherwise
          required under the 1933 Act, (b) the release of such Records is ordered
          pursuant
          to a final, non-appealable subpoena or order from a court or government
          body of
          competent jurisdiction, or (c) the information in such Records has been
          made
          generally available to the public other than by disclosure in violation
          of this
          Agreement. Each Investor agrees that it shall, upon learning that disclosure
          of
          such Records is sought in or by a court or governmental body of competent
          jurisdiction or through other means, give prompt notice to the Company
          and allow
          the Company, at its expense, to undertake appropriate action to prevent
          disclosure of, or to obtain a protective order for, the Records deemed
          confidential. Nothing herein (or in any other confidentiality agreement
          between
          the Company and any Investor) shall be deemed to limit the Investors' ability
          to
          sell Registrable Securities in a manner which is otherwise consistent with
          applicable laws and regulations.

         

        j.  The
          Seller shall and shall cause the Company to hold in confidence and not
          make any
          disclosure of information concerning an Investor provided to the Company
          unless
          (i) disclosure of such information is necessary to comply with federal
          or state
          securities laws, (ii) the disclosure of such information is necessary to
          avoid
          or correct a misstatement or omission in any Registration Statement, (iii)
          the
          release of such information is ordered pursuant to a subpoena or other
          final,
          non-appealable order from a court or governmental body of competent
          jurisdiction, or (iv) such information has been made generally available
          to the
          public other than by disclosure in violation of this Agreement or any other
          agreement. The Seller agrees that he shall cause the Company to, upon learning
          that disclosure of such information concerning an Investor is sought in
          or by a
          court or governmental body of competent jurisdiction or through other means,
          give prompt written notice to such Investor and allow such Investor, at
          the
          Investor's expense, to undertake appropriate action to prevent disclosure
          of, or
          to obtain a protective order for, such information.

         

        
          
            
            

          

          
            -
              10
              -

            
              

            

          

          
            
            

          

        

         

        k.  The
          Seller shall cause the Company to use its best efforts either to (i) cause
          all
          of the Registrable Securities covered by a Registration Statement to be
          listed
          on each securities exchange on which securities of the same class or series
          issued by the Company are then listed, if any, if the listing of such
          Registrable Securities is then permitted under the rules of such exchange
          or
          (ii) secure the inclusion for quotation of all of the Registrable Securities
          on
          The NASDAQ Global Select Market or (iii) if, despite the Company's best
          efforts,
          the Company is unsuccessful in satisfying the preceding clauses (i) and
          (ii), to
          secure the inclusion for quotation on The NASDAQ Global Market, the New
          York
          Stock Exchange, The NASDAQ Capital Market or the American Stock Exchange
          for
          such Registrable Securities and, without limiting the generality of the
          foregoing, to use its best efforts to arrange for at least two market makers
          to
          register with the Financial
          Industry Regulatory Authority, Inc.
          ("FINRA")
          as
          such with respect to such Registrable Securities. The Seller shall, or
          shall
          cause the Company to, pay all fees and expenses in connection with satisfying
          its obligation under this Section 3(k).

         

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

         

        m.  If
          requested by an Investor, the Seller shall cause the Company to as soon
          as
          practicable (i) incorporate in a prospectus supplement or post-effective
          amendment such information as an Investor reasonably requests to be included
          therein relating to the sale and distribution of Registrable Securities,
          including, without limitation, information with respect to the number of
          Registrable Securities being offered or sold, the purchase price being
          paid
          therefor and any other terms of the offering of the Registrable Securities
          to be
          sold in such offering; (ii) make all required filings of such prospectus
          supplement or post-effective amendment after being notified of the matters
          to be
          incorporated in such prospectus supplement or post-effective amendment;
          and
          (iii) supplement or make amendments to any Registration Statement if reasonably
          requested by an Investor holding any Registrable Securities.

         

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

         

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

         

        
          
            
            

          

          
            -
              11
              -

            
              

            

          

          
            
            

          

        

         

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

         

        q.  Within
          two (2) Business Days after a Registration Statement which covers Registrable
          Securities is ordered effective by the SEC, the Seller shall cause the
          Company
          to deliver, and shall cause legal counsel for the Company to deliver, to
          the
          transfer agent for such Registrable Securities (with copies to the Investors
          whose Registrable Securities are included in such Registration Statement)
          confirmation that such Registration Statement has been declared effective
          by the
          SEC in the form attached hereto as Exhibit
          A.

         

        r.  Notwithstanding
          anything to the contrary herein, at any time after the Effective Date,
          the
          Company may delay the disclosure of material, non-public information concerning
          the Company the disclosure of which at the time is not, in the good faith
          opinion of the Board of Directors of the Company and its counsel, in the
          best
          interest of the Company and, in the opinion of counsel to the Company,
          otherwise
          required (a "Grace
          Period");
          provided, that the Seller shall (i) notify the Investors in writing of
          the
          existence of material, non-public information giving rise to a Grace Period
          (provided that in each notice the Seller shall not, and shall cause the
          Company
          not to, disclose the content of such material, non-public information to
          the
          Investors) and the date on which the Grace Period will begin, and
          (ii) notify the Investors in writing of the date on which the Grace Period
          ends; and, provided further, that no Grace Period shall exceed five (5)
          consecutive days and during any three hundred sixty five (365) day period
          such
          Grace Periods shall not exceed an aggregate of twenty (20) days and the
          first
          day of any Grace Period must be at least five (5) Trading Days after the
          last
          day of any prior Grace Period (each, an "Allowable
          Grace Period").
          For
          purposes of determining the length of a Grace Period above, the Grace Period
          shall begin on and include the date the Investors receive the notice referred
          to
          in clause (i) and shall end on and include the later of the date the Investors
          receive the notice referred to in clause (ii) and the date referred to
          in such
          notice. The provisions of Section 3(g) hereof shall not be applicable during
          the
          period of any Allowable Grace Period. Upon expiration of the Grace Period,
          the
          Seller shall again be bound by the first sentence of Section 3(f) with
          respect
          to the information giving rise thereto unless such material, non-public
          information is no longer applicable. Notwithstanding anything to the contrary,
          the Seller shall cause the Company to cause its transfer agent to deliver
          unlegended shares of Common Stock to a transferee of an Investor in accordance
          with the terms of the Securities Purchase Agreement in connection with
          any sale
          of Registrable Securities with respect to which an Investor has entered
          into a
          contract for sale, prior to the Investor's receipt of the notice of a Grace
          Period and for which the Investor has not yet settled. 

         

        s.  The
          Seller shall cause the Company not to, and shall cause the Company's
          Subsidiaries and affiliates not to, identify any Buyer as an underwriter
          in any
          public disclosure or filing with the SEC or any Principal Market (as
          defined in the Securities Purchase Agreement) or
          Eligible Market and any Buyer being deemed an underwriter by the SEC shall
          not
          relieve the Seller of any obligations it has under this Agreement or any
          other
          Transaction Document (as
          defined in the Securities Purchase Agreement); provided,
          however,
          that
          the foregoing shall not prohibit the Company from including the disclosure
          found
          in the "Plan of Distribution" section attached hereto as Exhibit
          B
          in the
          Registration Statement.
          

         

        
          
            
            

          

          
            -
              12
              -

            
              

            

          

          
            
            

          

        

         

        4.  Obligations
          of the Investors.

         

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

         

        b.  Each
          Investor, by such Investor's acceptance of the Registrable Securities,
          agrees to
          cooperate with the Company as reasonably requested by the Company in connection
          with the preparation and filing of any Registration Statement hereunder,
          unless
          such Investor has notified the Company in writing of such Investor's election
          to
          exclude all of such Investor's Registrable Securities from such Registration
          Statement.

         

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

         

        d.  Each
          Investor covenants and agrees that it will comply with the prospectus delivery
          requirements of the 1933 Act as applicable to it or an exemption therefrom
          in
          connection with sales of Registrable
          Securities pursuant to the Registration Statement.

         

        5.  Expenses
          of Registration.

         

        All
          reasonable expenses, other than underwriting discounts and commissions,
          incurred
          in connection with registrations, filings or qualifications pursuant to
          Sections
          2 and 3, including, without limitation, all registration, listing and
          qualifications fees, printers and accounting fees, and fees and disbursements
          of
          counsel for the Company shall be paid by the Seller, if not paid by the
          Company.
          The Seller shall also reimburse the Investors for the fees and disbursements
          of
          Legal Counsel in connection with registration, filing or qualification
          pursuant
          to Sections 2 and 3 of this Agreement which amount shall be limited to
          $7,500
for
          each
          such registration, filing or qualification.

         

        
          
            
            

          

          
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              13
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        6.  Indemnification.

         

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

         

        a.  To
          the
          fullest extent permitted by law, the Seller will, and hereby does, indemnify,
          hold harmless and defend each Investor, the directors, officers, members,
          partners, employees, agents, representatives of, and each Person, if any,
          who
          controls any Investor within the meaning of the 1933 Act or the 1934 Act
          (each,
          an "Indemnified
          Person"),
          against any losses, claims, damages, liabilities, judgments, fines, penalties,
          charges, costs, reasonable attorneys' fees, amounts paid in settlement
          or
          expenses, joint or several, (collectively, "Claims")
          incurred in investigating, preparing or defending any action, claim, suit,
          inquiry, proceeding, investigation or appeal taken from the foregoing by
          or
          before any court or governmental, administrative or other regulatory agency,
          body or the SEC, whether pending or threatened, whether or not an indemnified
          party is or may be a party thereto ("Indemnified
          Damages"),
          to
          which any of them may become subject insofar as such Claims (or actions
          or
          proceedings, whether commenced or threatened, in respect thereof) arise
          out of
          or are based upon: (i) any untrue statement or alleged untrue statement
          of a
          material fact in a Registration Statement or any post-effective amendment
          thereto or in any filing made in connection with the qualification of the
          offering under the securities or other "blue sky" laws of any jurisdiction
          in
          which Registrable Securities are offered ("Blue
          Sky Filing"),
          or
          the omission or alleged omission to state a material fact required to be
          stated
          therein or necessary to make the statements therein not misleading, (ii)
          any
          untrue statement or alleged untrue statement of a material fact contained
          in any
          preliminary prospectus if used prior to the effective date of such Registration
          Statement, or contained in the final prospectus (as amended or supplemented,
          if
          the Company files any amendment thereof or supplement thereto with the
          SEC) or
          the omission or alleged omission to state therein any material fact necessary
          to
          make the statements made therein, in light of the circumstances under which
          the
          statements therein were made, not misleading, (iii) any violation or alleged
          violation by the Company of the 1933 Act, the 1934 Act, any other law,
          including, without limitation, any state securities law, or any rule or
          regulation thereunder relating to the offer or sale of the Registrable
          Securities pursuant to a Registration Statement or (iv) any violation of
          this
          Agreement (the matters in the foregoing clauses (i) through (iv) being,
          collectively, "Violations").
          Subject to Section 6(c), the Seller shall reimburse the Indemnified Persons,
          promptly as such expenses are incurred and are due and payable, for any
          legal
          fees or other reasonable expenses incurred by them in connection with
          investigating or defending any such Claim. Notwithstanding anything to
          the
          contrary contained herein, the indemnification agreement contained in this
          Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
          out of or based upon a Violation which occurs in reliance upon and in conformity
          with information furnished in writing to the Company by such Indemnified
          Person
          for such Indemnified Person expressly for use in connection with the preparation
          of the Registration Statement or any such amendment thereof or supplement
          thereto, if such prospectus was timely made available by the Company pursuant
          to
          Section 3(d); and (ii) shall not apply to amounts paid in settlement of
          any
          Claim if such settlement is effected without the prior written consent
          of the
          Seller, which consent shall not be unreasonably withheld or delayed. Such
          indemnity shall remain in full force and effect regardless of any investigation
          made by or on behalf of the Indemnified Person and shall survive the transfer
          of
          the Registrable Securities by the Investors pursuant to Section 9.

         

        
          
            
            

          

          
            -
              14
              -

            
              

            

          

          
            
            

          

        

         

        b.  In
          connection with any Registration Statement in which an Investor is
          participating, each such Investor agrees to severally and not jointly indemnify,
          hold harmless and defend, to the same extent and in the same manner as
          is set
          forth in Section 6(a), the Seller and the Company, each of its directors,
          each
          of its officers who signs the Registration Statement and each Person, if
          any,
          who controls the Company within the meaning of the 1933 Act or the 1934
          Act
          (each, an "Indemnified
          Party"),
          against any Claim or Indemnified Damages to which any of them may become
          subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such
          Claim or
          Indemnified Damages arise out of or are based upon any Violation, in each
          case
          to the extent, and only to the extent, that such Violation occurs in reliance
          upon and in conformity with written information furnished to the Company
          by such
          Investor expressly for use in connection with such Registration Statement;
          and,
          subject to Section 6(c), such Investor shall reimburse the Indemnified
          Party,
          promptly as such expenses are incurred and are due and payable, for any
          legal or
          other expenses reasonably incurred by an Indemnified Party in connection
          with
          investigating or defending any such Claim; provided, however, that the
          indemnity
          agreement contained in this Section 6(b) and the agreement with respect
          to
          contribution contained in Section 7 shall not apply to amounts paid in
          settlement of any Claim if such settlement is effected without the prior
          written
          consent of such Investor, which consent shall not be unreasonably withheld
          or
          delayed; provided, further, however, that the Investor shall be liable
          under
          this Section 6(b) for only that amount of a Claim or Indemnified Damages
          as does
          not exceed the net proceeds to such Investor as a result of the sale of
          Registrable Securities pursuant to such Registration Statement. Such indemnity
          shall remain in full force and effect regardless of any investigation made
          by or
          on behalf of such Indemnified Party and shall survive the transfer of the
          Registrable Securities by the Investors pursuant to Section 9. 

         

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

         

        
          
            
            

          

          
            -
              15
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        d.  The
          indemnification required by this Section 6 shall be made by periodic payments
          of
          the amount thereof during the course of the investigation or defense, as
          and
          when bills are received or Indemnified Damages are incurred.

         

        e.  The
          indemnity agreements contained herein shall be in addition to (i) any cause
          of
          action or similar right of the Indemnified Party or Indemnified Person
          against
          the indemnifying party or others, and (ii) any liabilities the indemnifying
          party may be subject to pursuant to the law.

         

        7.  Contribution.

         

        To
          the
          extent any indemnification by an indemnifying party is prohibited or limited
          by
          law, the indemnifying party agrees to make the maximum contribution with
          respect
          to any amounts for which it would otherwise be liable under Section 6 to
          the
          fullest extent permitted by law; provided, however, that: (i) no Person
          involved
          in the sale of Registrable Securities which Person is guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
          in
          connection with such sale shall be entitled to contribution from any Person
          involved in such sale of Registrable Securities who was not guilty of fraudulent
          misrepresentation; and (ii) contribution by any seller of Registrable Securities
          shall be limited in amount to the amount of net proceeds received by such
          seller
          from the sale of such Registrable Securities pursuant to such Registration
          Statement.

         

        8.  Reports
          Under the 1934 Act.
          

         

        Until
          the
          later of (i) the date twelve (12) months after the date the last of the
          Common
          Shares are issued to the Investors pursuant to the Securities Purchase
          Agreement
          and (ii) the date on which the Investors may sell all of the Registrable
          Securities without restriction pursuant to Rule 144 and without the requirement
          to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated
          under the 1933 Act without the Company's compliance with subsections (a)
          through
          (c) below, with a view to making available to the Investors the benefits
          of Rule
          144 promulgated under the 1933 Act or any other similar rule or regulation
          of
          the SEC that may at any time permit the Investors to sell securities of
          the
          Company to the public without registration ("Rule
          144"),
          the
          Seller shall cause the Company to:

         

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

         

        
          
            
            

          

          
            -
              16
              -

            
              

            

          

          
            
            

          

        

         

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

         

        c.  furnish
          to each Investor so long as such Investor owns Registrable Securities,
          promptly
          upon request, (i) a written statement by the Company, if true, that it
          has
          complied with the reporting requirements of Rule 144, the 1933 Act and
          the 1934
          Act, (ii) a copy of the most recent annual or quarterly report of the Company
          and such other reports and documents so filed by the Company, and (iii)
          such
          other information as may be reasonably requested to permit the Investors
          to sell
          such securities pursuant to Rule 144 without registration.

         

        9.  Assignment
          of Registration Rights.
          

         

        The
          rights under this Agreement shall be automatically assignable by the Investors
          to any transferee of all or any portion of such Investor's Registrable
          Securities if: (i) the Investor agrees in writing with the transferee or
          assignee to assign such rights, and a copy of such agreement is furnished
          to the
          Seller within a reasonable time after such assignment; (ii) the Seller
          is,
          within a reasonable time after such transfer or assignment, furnished with
          written notice of (a) the name and address of such transferee or assignee,
          and
          (b) the securities with respect to which such registration rights are being
          transferred or assigned; (iii) immediately following such transfer or assignment
          the further disposition of such securities by the transferee or assignee
          is
          restricted under the 1933 Act or applicable state securities laws; (iv)
          at or
          before the time the Seller receives the written notice contemplated by
          clause
          (ii) of this sentence the transferee or assignee agrees in writing with
          the
          Seller to be bound by all of the provisions contained herein; and (v) such
          transfer shall have been made in accordance with the applicable requirements
          of
          the Securities Purchase Agreement.

         

        10.  Amendment
          of Registration Rights.

         

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

         

        
          
            
            

          

          
            -
              17
              -

            
              

            

          

          
            
            

          

        

         

        11.  Miscellaneous.

         

        a.  A
          Person
          is deemed to be a holder of Registrable Securities whenever such Person
          owns or
          is deemed to own of record such Registrable Securities. If the Company
          receives
          conflicting instructions, notices or elections from two or more Persons
          with
          respect to the same Registrable Securities, the Seller shall cause the
          Company
          to act upon the basis of instructions, notice or election received from
          such
          record owner of such Registrable Securities.

         

        b.  Any
          notices, consents, waivers or other communications required or permitted
          to be
          given under the terms of this Agreement must be in writing and will be
          deemed to
          have been delivered: (i) upon receipt, when delivered personally; (ii)
          upon
          receipt, when sent by facsimile (provided confirmation of transmission
          is
          mechanically or electronically generated and kept on file by the sending
          party);
          or (iii) one Business Day after deposit with a nationally recognized overnight
          delivery service, in each case properly addressed to the party to receive
          the
          same. The addresses and facsimile numbers for such communications shall
          be:

         

        


        If
          to the
          Seller: 

        


        Wo
          Hing
          Li

        c/o
          China
          Precision Steel, Inc.

        8th
          Floor,
          Teda Building

        87
          Wing
          Lok Street

        Sheung
          Wan

        Hong
          Kong, The People's Republic of China 

        Telephone:
           +852-2543-8223

        Facsimile:
           +021-59940382

        


        with
          a
          copy to (for information purposes only) to:

         

        Guzov
          Ofsink, LLC

        600
          Madison Avenue, 14th Floor

        New
          York,
          New York 10022

        Attention:
          Darren L. Ofsink, Esq.

        Telephone:
          (212) 371-8008

        Facsimile:
          (212) 688-7273

        Attention:
          Darren L. Ofsink, Esq.

        


         

        If
          to the
          Transfer Agent:

         

        Corporate
          Stock Transfer

        3300
          Cherry Creek Drive South, Suite 430

        Denver,
          Colorado 80209

        Telephone:
          (303) 282-4800

        Facsimile:
          (303) 282-5800

        Attention:
          Carylyn
          Bell

        


        If
          to
          Legal Counsel:

        


        Schulte 
          Roth
& Zabel LLP

        919
          Third
          Avenue

        New
          York,
          New York 10022

        Telephone:
          (212) 756-2000

        Facsimile:
          (212) 593-5955

        Attention:
          Eleazer N. Klein, Esq.

         

        
          
            
            

          

          
            -
              18
              -

            
              

            

          

          
            
            

          

        

        


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

         

        c.  Failure
          of any party to exercise any right or remedy under this Agreement or otherwise,
          or delay by a party in exercising such right or remedy, shall not operate
          as a
          waiver thereof.

         

        d.  All
          questions concerning the construction, validity, enforcement and interpretation
          of this Agreement shall be governed by the internal laws of the State of
          New
          York, without giving effect to any choice of law or conflict of law provision
          or
          rule (whether of the State of New York or any other jurisdictions) that
          would
          cause the application of the laws of any jurisdictions other than the State
          of
          New York. Each party hereby irrevocably submits to the exclusive jurisdiction
          of
          the state and federal courts sitting in The City of New York, Borough of
          Manhattan, for the adjudication of any dispute hereunder or in connection
          herewith or with any transaction contemplated hereby or discussed herein,
          and
          hereby irrevocably waives, and agrees not to assert in any suit, action
          or
          proceeding, any claim that it is not personally subject to the jurisdiction
          of
          any such court, that such suit, action or proceeding is brought in an
          inconvenient forum or that the venue of such suit, action or proceeding
          is
          improper. Each party hereby irrevocably waives personal service of process
          and
          consents to process being served in any such suit, action or proceeding
          by
          mailing a copy thereof to such party at the address for such notices to
          it under
          this Agreement and agrees that such service shall constitute good and sufficient
          service of process and notice thereof. Nothing contained herein shall be
          deemed
          to limit in any way any right to serve process in any manner permitted
          by law.
          The Seller hereby appoints Guzov Ofsink, LLC, with offices at 600 Madison
          Avenue, 14th Floor, New York, New York 10022, as its agent for service
          of
          process. EACH
          PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
          REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
          IN
          CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
          CONTEMPLATED HEREBY.

         

        
          
            
            

          

          
            -
              19
              -

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

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

         

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

         

        j.  Each
          party shall do and perform, or cause to be done and performed, all such
          further
          acts and things, and shall execute and deliver all such other agreements,
          certificates, instruments and documents as any other party may reasonably
          request in order to carry out the intent and accomplish the purposes of
          this
          Agreement and the consummation of the transactions contemplated
          hereby.

         

        
          
            
            

          

          
            -
              20
              -

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        m.  This
          Agreement is intended for the benefit of the parties hereto and their respective
          permitted successors and assigns, and is not for the benefit of, nor may
          any
          provision hereof be enforced by, any other Person.

         

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

         

         

        *
          * * * *
          *

         

        [Signature
          Page Follows]

         

         

        
          
            
            

          

          
            -
              21
              -

            
              

            

          

          
            
            

          

           

        

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

         

        
          	 	
                  Seller:

                
	 	 
	 	 
	 	 
	 	
                  Wo
                    Hing Li

                
	 	 


        

         

        
          
            
            

          

          
            -
              1
              -

            
              

            

          

          
            
            

          

        

        


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

         

        
          	 	 	 
	 	
                  BUYERS:

                
	 	 
	
                	HUDSON
                  BAY FUND, LP
	 
 	 
 	 
 
	 	By:  	  
	 	
                  

                  Name:  

                  Title:    

                
	 	 


        

         

         

        
          
            
            

          

          
            -
              2
              -

            
              

            

          

          
            
            

          

        

         

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

         

        
          
            	 	 	 
	 	
                    BUYERS:

                  
	 	 
	
                  	
                    HUDSON
                      BAY OVERSEAS FUND, LTD

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    

                    Name:  

                    Title:    

                  
	 	 


          

        

         

        
          
            
            

          

          
            -
              3
              -

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          OF BUYERS

         

        
          	
                   

                  Buyer
                    

                	
                  Buyer
                    Address

                  and
                    Facsimile Number

                	
                  Buyer's
                    Representative's Address 

                  and
                    Facsimile Number

                
	 	 	 
	
                  Hudson
                    Bay Fund, LP

                	
                  120
                    Broadway, 40th Floor

                  New
                    York, New York 10271

                  Attention:
                    Yoav Roth

                  Facsimile:
                    212-571-1279

                  Telephone:
                    212-571-1244

                  Residence:
                    United States

                  E-mail:
                    investments@hudsonbaycapital.com

                   

                	
                  Schulte
                    Roth & Zabel LLP

                  919
                    Third Avenue

                  New
                    York, NY 10022

                  Attn:
                    Eleazer Klein, Esq. 

                  Facsimile:
                    (212) 593-5955

                  Telephone:
                    (212) 756-2000

                
	
                  Hudson
                    Bay Overseas Fund, Ltd.

                	
                  120
                    Broadway, 40th Floor

                  New
                    York, New York 10271

                  Attention:
                    Yoav Roth

                  Facsimile:
                    212-571-1279

                  Telephone:
                    212-571-1244

                  E-mail:
                    investments@hudsonbaycapital.com

                   

                	
                  Schulte
                    Roth & Zabel LLP

                  919
                    Third Avenue

                  New
                    York, NY 10022

                  Attn:
                    Eleazer Klein, Esq. 

                  Facsimile:
                    (212) 593-5955

                  Telephone:
                    (212) 756-2000

                


        

         

        
          
            
            

          

          
            -
              4
              -

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          A

        


        FORM
          OF NOTICE OF EFFECTIVENESS

        OF
          REGISTRATION STATEMENT

         

        Corporate
          Stock Transfer

        3300
          Cherry Creek Drive South, Suite 430

        Denver,
          Colorado 80209

        Attention:
          Carylyn Bell

         

        Re: China
          Precision Steel, Inc.

         

        Ladies
          and Gentlemen:

         

         

        [We
          are][I am] counsel to China Precision Steel, Inc., a Delaware corporation
          (the
          "Company"),
          and
          have represented the Company in connection with that certain Securities
          Purchase
          Agreement (the "Securities
          Purchase Agreement")
          entered into by and among the Wo Hing Li (the "Seller")
          and
          the buyers named therein (collectively, the "Holders")
          pursuant to which the Seller issued to the Holders shares (the "Common
          Shares")
          the
          Company's common stock, par value $0.001 per share (the "Common
          Stock").
          Pursuant to the Securities Purchase Agreement, the Company has entered
          into a
          Registration Rights Agreement with the Holders (the "Registration
          Rights Agreement")
          pursuant to which the Company agreed, among other things, to register the
          Registrable Securities (as defined in the Registration Rights Agreement),
          under
          the Securities Act of 1933, as amended (the "1933
          Act").
          In
          connection with the Company's obligations under the Registration Rights
          Agreement, on ____________ ___, 200_, the Company filed a Registration
          Statement
          on Form S-3 (File No. 333-_____________) (the "Registration
          Statement")
          with
          the Securities and Exchange Commission (the "SEC")
          relating to the Registrable Securities which names each of the Holders
          as a
          selling stockholder thereunder.

         

        In
          connection with the foregoing, [we][I] advise you that a member of the
          SEC's
          staff has advised [us][me] by telephone that the SEC has entered an order
          declaring the Registration Statement effective under the 1933 Act at
[ENTER
          TIME OF EFFECTIVENESS]
          on
[ENTER
          DATE OF EFFECTIVENESS]
          and
          [we][I] have no knowledge, after telephonic inquiry of a member of the
          SEC's
          staff, that any stop order suspending its effectiveness has been issued
          or that
          any proceedings for that purpose are pending before, or threatened by,
          the SEC
          and the Registrable Securities are available for resale under the 1933
          Act
          pursuant to the Registration Statement.

         

        
          
            
            

          

          
            -
              1
              -

            
              

            

          

          
            
            

          

        

         

        This
          letter shall serve as our standing instruction to you that the shares of
          Common
          Stock are freely transferable by the Holders pursuant to the Registration
          Statement. You need not require further letters from us to effect any future
          legend-free issuance or reissuance of shares of Common Stock to the Holders.
          

         

         

        Very
          truly yours,

         

        [ISSUER'S
          COUNSEL]

         

        By:_____________________

        CC: [LIST
          NAMES OF HOLDERS]

         

        
          
            
            

          

          
            -
              2
              -

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          B

        


        SELLING
          STOCKHOLDERS

         

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

         

        The
          table
          below lists the selling stockholders and other information regarding the
          beneficial ownership of the shares of common stock by each of the selling
          stockholders. The second column lists the number of shares of common stock
          beneficially owned by each selling shareholder, based on its ownership
          of the
          shares of common stock, as of ________, 2007.

         

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

         

        In
          accordance with the terms of a registration rights agreement with the selling
          stockholders, this prospectus generally covers the resale of at least 100%
          of
          the the number of shares of common stock issued pursuant to the Securities
          Purchase Agreement. The fourth column assumes the sale of all of the shares
          offered by the selling stockholders pursuant to this prospectus.

         

        The
          selling stockholders may sell all, some or none of their shares in this
          offering. See "Plan of Distribution."

         

        
          
            
            

          

          
            -
              3
              -

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                  Name
                    of Selling Stockholder

                	
                  Number
                    of Shares of Common Stock Owned Prior to
                    Offering

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

                	
                  Number
                    of Shares of Common Stock Owned After
                    Offering

                
	 	 	 	 
	
                  Hudson
                    Bay Fund LP (1)

                	 	 	
                  0

                
	 	 	 	 
	
                  Hudson
                    Bay Overseas Fund LTD (2)

                	 	 	 


        

         

         

        (1)
          Sander Gerber, Yoav Roth and John Doscas share voting and investment power
          over
          these securities. Each of Sander Gerber, Yoav Roth and John Doscas disclaim
          beneficial ownership over the securities held by Hudson Bay Fund LP. The
          selling
          stockholder acquired the securities offered for its own account in the
          ordinary
          course of business, and at the time it acquired the securities, it had
          no
          agreements, plans or understandings, directly or indirectly to distribute
          the
          securities. 

        


        (2)
          Sander Gerber, Yoav Roth and John Doscas share voting and investment power
          over
          these securities. Each of Sander Gerber, Yoav Roth and John Doscas disclaim
          beneficial ownership over the securities held by Hudson Bay Overseas Fund
          LTD.
          The selling stockholder acquired the securities offered for its own account
          in
          the ordinary course of business, and at the time it acquired the securities,
          it
          had no agreements, plans or understandings, directly or indirectly to distribute
          the securities.

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        PLAN
          OF DISTRIBUTION

         

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

         

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

         

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

              


         

        	·  	
                in
                  the over-the-counter market;

              


         

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

              


         

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

              


         

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

              


         

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

              


         

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

              


         

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

              


         

        	·  	
                privately
                  negotiated transactions;

              


         

        	·  	
                short
                  sales;

              


         

        	·  	
                sales
                  pursuant to Rule 144;

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

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

              


         

        	·  	
                a
                  combination of any such methods of sale;
                  and

              


         

        	·  	
                any
                  other method permitted pursuant to applicable
                  law.

              


         

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

         

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

         

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

         

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

         

        
          
            
            

          

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

         

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

         

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

         

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

         

        
          
            
            

          

          
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