Exhibit 4.3

                      FORM OF REGISTRATION RIGHTS AGREEMENT

        REGISTRATION RIGHTS AGREEMENT (this  "AGREEMENT"),  dated as of July __,
2007, by and among Enthrust  Financial  Services,  Inc, a Delaware  corporation.
(the "COMPANY"),  and the undersigned  persons  executing this Agreement (each a
"HOLDER" and collectively, the "HOLDERS").

        1.      DEFINITIONS.

                a.      In addition to any other defined terms set forth herein,
when used in this  Agreement,  the  following  terms  shall  have the  following
meanings:

                        (i)     "COMMON STOCK" means the Company's common stock,
par value $.001 per share.

                        (ii)    "EXCHANGE    AGREEMENT"   means   the   Exchange
Agreement dated July__, 2007 between the Holders and the Company.

                        (ii)    "HOLDERS" means the persons and/or entities that
acquired Common Stock and/or Warrants pursuant the Exchange Agreement.

                        (iv)    "REGISTER,"   "REGISTERED,"  and  "REGISTRATION"
refer  to a  registration  effected  by  preparing  and  filing  a  Registration
Statement or Statements in compliance with the 1933 Act and pursuant to Rule 415
under the 1933 Act or any successor rule providing for offering  securities on a
continuous  basis ("RULE 415"), and the declaration or ordering of effectiveness
of such  Registration  Statement by the United  States  Securities  and Exchange
Commission (the "SEC").

                        (v)     "REGISTRABLE  SECURITIES" means the Common Stock
and the Common Stock underlying the Warrants.

                        (vi)    "REGISTRATION  STATEMENT"  means a  registration
statement of the Company under the 1933 Act.

                        (vii)   "RESALE   REGISTRATION    STATEMENT"   means   a
Registration  Statement  covering  the  resale of all,  or any  portion  of, the
Registrable Securities.

                        (viii)  "WARRANTS"  means  the  Warrants  issued  to the
Holders pursuant to the Exchange Agreement.

                b.    Capitalized  terms used herein and not otherwise defined
herein shall have the  respective  meanings set forth in the Exchange  Agreement
and the Warrants.

        2.      REGISTRATION.

                a.      MANDATORY REGISTRATION.  The Company shall prepare, and,
on or prior to [THE 90TH DAY FOLLOWING THE DATE OF THE EXCHANGE  AGREEMENT] (the
"FILING DATE"), file with the SEC a Resale Registration Statement,  which Resale
Registration Statement, to the extent allowable under the 1933 Act and the rules
and regulations promulgated thereunder (including

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Rule  416),  shall  state  that it also  covers  such  indeterminate  number  of
additional shares of Common Stock as may become issuable upon exercise of any of
the  Registerable  Securities to prevent  dilution  resulting from stock splits,
stock  dividends  or similar  transactions.  The  Registration  Statement  shall
contain the "PLAN OF DISTRIBUTION"  sections in substantially  the form attached
hereto as EXHIBIT A; PROVIDED,  HOWEVER,  that "Plan of  Distribution"  sections
shall be amended as necessary to comply with then applicable  securities law and
regulation.

                b.      PAYMENTS  BY THE  COMPANY.  The  Company  shall  use its
reasonable  best  efforts to obtain  effectiveness  of the  Resale  Registration
Statement  as soon as  practicable,  but in no event  later  than the  180th day
following  the  Filing  Date  (the  "REQUIRED  EFFECTIVENESS  DATE"),  and after
obtaining such effectiveness to keep the Resale Registration Statement effective
pursuant  to Rule 415  until  the  earlier  of (i) the date on which  all of the
Registerable  Securities  have  been  sold and  (ii)  the date on which  all the
Registerable  Securities  are saleable under Rule 144(k)  promulgated  under the
1933 Act (the "REGISTRATION  PERIOD").  If the Resale Registration  Statement is
(i) not filed by the Filing Date, or (ii) not continually  effective  throughout
the Registration Period (except for an Allowed Delay (as defined below)),  then,
except as  otherwise  provided  herein,  the Company  will make  payments to the
Holders in such  amounts  and at such times as shall be  determined  pursuant to
this Section 2(b) as partial  relief for the damages to the Holders by reason of
any such delay in their ability to sell the Registrable Securities (which remedy
shall be exclusive  of any other  remedies  available at law or in equity).  The
Company  shall pay to each Holder an amount  equal to two (2%) percent per month
of the amount set forth next to such  Holders  name on EXHIBIT B to the Exchange
Agreement (which amount is equal to the principal amount of the debenture issued
by Rodman & Renshaw Holdings, LLC to such Holder which such Holder exchanged for
shares of Common  Stock  pursuant to the  Exchange  Agreement)  (the  "DEBENTURE
PURCHASE  AMOUNT"),  multiplied  by the number of months  (prorated  for partial
months)  after  the  Filing  Date  and  prior  to the  date on  which  a  Resale
Registration  Statement  is filed with the SEC;  PROVIDED,  HOWEVER,  that there
shall be excluded from such period any delays which are solely  attributable  to
changes  required  by the  Holders in the  Resale  Registration  Statement  with
respect to information relating to the Holders,  including,  without limitation,
changes to the plan of distribution, or to the failure of the Holders to conduct
their review of the Registration Statement pursuant to Section 3(g) below within
five (5) days of receipt  thereof.  In addition,  the Company  shall pay to each
Holder an amount equal to two (2%) percent per month of the  Debenture  Purchase
Amount multiplied by the number of months (prorated for partial months) that the
Resale  Registration  Statement is not effective during the Registration  Period
(except for an Allowed Delay).  Notwithstanding anything herein to the contrary,
in no event shall the  aggregate  amount of the  payments due under this Section
2(b) payable to any Investor exceed, in the aggregate,  ten (10%) percent of the
Debenture  Purchase Amount. Any payments due pursuant to this Section 2(b) shall
be paid by the Company in cash.

        c.      PIGGYBACK RIGHTS.

        (i)     If, at any time  during the  Registration  Period,  the  Company
shall determine to register any of its securities  either for its own account or
for the  account of a security  holder or holders  exercising  their  respective
demand  registration  rights (other than pursuant to this  Agreement) or for any
other Affiliate of the Company, other than (i) a registration relating solely to
employee benefit plans, or (ii) a registration relating solely to a Rule 145 (or
its  successor  rule  under  the  Securities  Act)   transaction,   or  (iii)  a
registration on any registration form that does not permit secondary sales (such
as Form S-4 or S-8) the Company will:

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                (a)     at least five (5) business days prior to filing any such
                        registration  statement under the 1933 Act, give to each
                        Holder written notice thereof; and

                (b)     use its  best  reasonable  efforts  to  include  in such
                        registration (and any related  qualification  under blue
                        sky laws or other  compliance),  and in any underwriting
                        involved   therein,   all  the  Registrable   Securities
                        specified in a written request or requests,  made by any
                        Holder and received by the Company  within five (5) days
                        after the written  notice from the Company  described in
                        clause (A) above is mailed or  delivered by the Company.
                        Such  written  request  may  specify  all or a part of a
                        Holder's Registrable Securities.  Piggyback registration
                        rights shall be afforded to such  Holders in  accordance
                        with  the  priorities  set  forth  in  Section  2(c)(iv)
                        hereof.

        (ii)    If the  registration  of which the Company gives notice is for a
registered  public  offering  involving an  underwriting,  the Company  shall so
advise the Holders as a part of the  written  notice  given  pursuant to Section
2(c)(i). In such event, the right of any Holder to registration pursuant to this
Section  2(c) shall be  conditioned  upon such  Holder's  participation  in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting to the extent provided herein.  All Holders proposing to distribute
their securities  through such underwriting shall (together with the Company and
the other  holders of  securities  of the Company  with  registration  rights to
participate  therein  distributing  their securities  through such underwriting)
enter into an underwriting agreement in customary form for offerings of the type
proposed with the representative of the underwriter or underwriters  selected by
the Company.

        (iii)   Notwithstanding any other provision of this Section 2(c), if the
managing  underwriter(s)  advises the Company in writing that marketing  factors
require a limitation  on the number of Shares to be  underwritten,  the managing
underwriter(s) may limit the number of Registrable  Securities to be included in
the  registration  and  underwriting in accordance with Section 2(c)(iv) hereof;
PROVIDED, HOWEVER, that to the extent the Company proposed the underwriting, the
Company shall have first priority to have all of its securities included in such
underwriting without cutback and the rest of the underwriting shall be allocated
pro rata among the  selling  shareholders  (including  the  Holders);  PROVIDED,
FURTHER, to the extent any selling  stockholder  (including any Holder) demanded
the underwriting, all selling stockholders shall have first priority to have all
of their securities  included in such  underwriting  (pro rata) without cutback,
then all  securities  to be  registered  by the Company.  If any Holder does not
agree to the  terms of any such  underwriting,  such  Holder  shall be  excluded
therefrom by written notice from the Company or the underwriter. Any Registrable
Securities  or other  securities  excluded or withdrawn  from such  underwriting
shall be withdrawn from such  registration.  If securities are so withdrawn from
the  registration  and if the number of shares of  Registrable  Securities to be
included in such  registration  was previously  reduced as a result of marketing
factors, the Company shall then offer to all persons who have retained the right
to  include  securities  in the  registration  the right to  include  additional
securities  in the  registration  in an aggregate  amount equal to the number of
shares  so  withdrawn,  with  such  shares to be  allocated  among  the  persons
requesting additional inclusion in accordance with Section 2(c)(iv) hereof.

        (iv)    In any  circumstance in which all of the Registrable  Securities
and other  securities  of the  Company  with  registration  rights  (the  "Other
Shares")  requested to be included in a registration on behalf of the Holders or
other  selling  shareholders  cannot be so included due to

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marketing factors or other reasons, the following rules of priority shall apply:
(a)  the  Company  may  limit,   to  the  extent  so  advised  by  the  managing
underwriter(s),  the amount of securities (including Registrable  Securities) to
be included in the  registration  by the Company's  shareholders  (including the
Holders),  or may exclude, to the extent so advised by the underwriter(s),  such
underwritten  securities  entirely from the  registration.  The Company shall so
advise all holders of securities  requesting  registration,  and, subject to the
preceding  sentence,  the number of shares of securities that are entitled to be
included in the registration  and  underwriting  shall be allocated first to the
Company for  securities  being sold for its own account  and  thereafter  to the
holders of Registrable Securities and Other Shares electing to include shares in
the registration on a pro rata basis. If any Holder or other selling shareholder
does not  request  inclusion  of the  maximum  number of  shares of  Registrable
Securities  and Other Shares  allocated  to him pursuant to the  above-described
procedure,   the  remaining  portion  of  such  person's   allocation  shall  be
reallocated among those requesting Holders and other selling  shareholders whose
allocations  did not satisfy their  requests pro rata on the basis of the number
of shares of Registrable Securities and Other Shares which would be held by such
Holders and other selling shareholders,  assuming conversion, and this procedure
shall be repeated  until all of the shares of  Registrable  Securities and Other
Shares  which may be included in the  registration  on behalf of the Holders and
other selling  shareholders have been so allocated.  The Company shall not limit
the number of Registrable  Securities to be included in a registration  pursuant
to this  Agreement  in order to  include  Shares  held by  shareholders  with no
registration  rights or to include  any Shares  issued to  employees,  officers,
directors, or consultants pursuant to any of the Company's employee stock option
plans.

        d.      SUBSTITUTE REGISTRATION. If the Resale Registration Statement to
be filed by the Company as provided in Section  2(a) shall be filed on Form S-1,
then  the  Company  may,  when it is so  eligible,  file a  Resale  Registration
Statement on Form S-3, or such other "short form" as may then be available  (the
"Short Form  Registration"),  covering all of the remaining  Registrable  Shares
covered  by  such  Form  S-1  and  upon  the  effectiveness  of the  Short  Form
Registration, the Company may withdraw such Form S-1.

        e.      RULE 415 CUT-BACKS. If the SEC does not declare the Registration
Statement effective on or before the Required Effectiveness Date, or (b), if the
SEC allows the  Registration  Statement  to be  declared  effective  at any time
before or after the Required  Effectiveness  Date,  subject to the withdrawal of
certain Registrable Securities from the Registration  Statement,  and the reason
for (a) or (b) is the SEC's  determination  that (x) the  offering of any of the
Registrable  Securities  constitutes  a primary  offering of  securities  by the
Company,  (y) Rule 415 may not be relied upon for the registration of any or all
of the Registrable Securities, and/or (z) a Holder of any Registrable Securities
must be named as an  underwriter,  the  Holders  understand  and agree  that the
Company  may  reduce,  on a PRO RATA  basis,  the total  number  of  Registrable
Securities to be  registered  on behalf of each such Holder,  and the failure to
include such  Registrable  Securities in any  Registration  Statement  shall not
obligate the Company to pay any partial liquidated damages as described above.

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        3.      OBLIGATIONS OF THE COMPANY.

        In connection with the registration of the Registrable  Securities,  the
Company shall have the following obligations:

                a.      The Company  shall prepare  promptly,  and file with the
SEC not later than the Filing Date, a Resale Registration Statement with respect
to the number of Registrable Securities provided in Section 2(a), and thereafter
use its best  efforts to cause such Resale  Registration  Statement  relating to
Registrable  Securities  to become  effective  as soon as  possible  after  such
filing, and keep the Resale  Registration  Statement  effective pursuant to Rule
415  until  the  earlier  of (i)  the  date  on  which  all of the  Registerable
Securities  have  been  sold and (ii)  the  date on which  all the  Registerable
Securities  are saleable under Rule 144(k)  promulgated  under the 1933 Act (the
"REGISTRATION  PERIOD"),  which Resale  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 not
misleading.

                b.      The  Company  shall  prepare  and file with the SEC such
amendments (including  post-effective  amendments) and supplements to the Resale
Registration  Statement and the  prospectus  used in connection  with the Resale
Registration  Statement  as may be  necessary  to keep the  Resale  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.

                c.      The Company  shall furnish the Holders (i) promptly (but
in no event more than five (5)  business  days) after the same is  prepared  and
publicly  distributed,  filed with the SEC, or received by the Company, one copy
of the  Resale  Registration  Statement  and  any  amendment  thereto  and  each
preliminary  prospectus and prospectus and each amendment or supplement thereto,
and (ii)  such  number  of  copies  of a  prospectus,  including  a  preliminary
prospectus,  and all amendments and supplements thereto and such other documents
as the Holders may reasonably  request in order to facilitate the disposition of
the Registrable  Securities.  The Company will immediately notify each Holder by
facsimile  of the  effectiveness  of the Resale  Registration  Statement  or any
post-effective  amendment.  The  Company  will  promptly  respond to any and all
comments  received  from  the  SEC,  with  a view  towards  causing  the  Resale
Registration  Statement or any amendment thereto to be declared effective by the
SEC as soon as practicable,  shall promptly file an acceleration request as soon
as practicable (but in no event more than three (3) business days) following the
resolution  or  clearance  of all SEC  comments  or,  if  applicable,  following
notification by the SEC that the Resale Registration  Statement or any amendment
thereto  will not be subject to review  and shall  promptly  file with the SEC a
final  prospectus  as soon as  practicable  (but in no event  more  than two (2)
business  days)  following  receipt  by the  Company  from  the SEC of an  order
declaring the Resale Registration Statement effective.  In the event of a breach
by the Company of the  provisions  of this  Section  3(c),  the Company  will be
required to make payments pursuant to Section 2(b) hereof.

                d.      The Company shall use reasonable efforts to (i) register
and qualify the Registrable Securities under such other securities or "blue sky"
laws of such  jurisdictions  in the  United  States  as the  Holders  who hold a
majority in interest of the  Registrable  Securities  being  offered  reasonably
request, (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

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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 (a)  qualify to do business  in any  jurisdiction  where it would not
otherwise be required to qualify but for this Section 3(d),  (b) subject  itself
to general  taxation  in any such  jurisdiction,  (c) file a general  consent to
service of process in any such  jurisdiction,  (d) provide any undertakings that
cause the Company undue expense or burden, or (e) make any change in its charter
or bylaws,  which in each case the Board of Directors of the Company  determines
to be contrary to the best interests of the Company and its stockholders.

                e.      As promptly as practicable  after becoming aware of such
event,  the Company shall notify each Holder of the  happening of any event,  of
which the Company has knowledge, as a result of which the prospectus included in
the Resale Registration Statement and/or the Derivative  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 not misleading,  and use its best efforts promptly to prepare
a supplement  or amendment to the Resale  Registration  Statement the to correct
such untrue  statement  or  omission,  and deliver such number of copies of such
supplement  or amendment to each Holder as such Holder may  reasonably  request;
provided that, for not more than sixty (60) consecutive trading days (or a total
of not more than one hundred and twenty  (120)  trading  days in any twelve (12)
month  period,  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 Company,  in the best  interests of the Company
(an "ALLOWED  DELAY");  provided,  further,  that the Company shall promptly (i)
notify the Holders in writing of the existence of (but in no event,  without the
prior written consent of the Holders, shall the Company disclose to such Holders
any of the facts or circumstances  regarding)  material  non-public  information
giving rise to an Allowed  Delay and (ii) advise the Holders in writing to cease
all sales under the Resale  Registration  Statement until the end of the Allowed
Delay. Upon expiration of the Allowed Delay, the Company shall again be bound by
the first sentence of this Section 3(e) with respect to the  information  giving
rise thereto.

                f.      The  Company  shall use its best  efforts to prevent the
issuance of any stop order or other  suspension of  effectiveness  of the Resale
Registration  Statement and/or the Derivative  Registration  Statement,  and, if
such an order is issued,  to obtain the withdrawal of such order at the earliest
possible moment and to notify each Holder who holds Registrable Securities being
sold (or, in the event of an underwritten  offering,  the managing underwriters)
of the issuance of such order and the resolution thereof.

                g.      The  Company  shall  permit  a  single  firm or  counsel
designated  by the Holders to review the Resale  Registration  Statement and all
amendments and  supplements  thereto a reasonable  period of time prior to their
filing with the SEC,  and not file any  document in a form to which such counsel
reasonably objects.  The sections of the Resale Registration  Statement covering
information with respect to the Holders,  the Holder's  beneficial  ownership of
securities  of the  Company or the Holders  intended  method of  disposition  of
Registrable  Securities shall conform to the information provided to the Company
by each of the Holders.

                h.      The Company  shall hold in  confidence  and not make any
disclosure of information  concerning any Holders 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

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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  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 or any
other agreement. The Company agrees that it shall, upon learning that disclosure
of  such  information  concerning  a  Holder  is  sought  in  or by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
notice to such Buyer prior to making such disclosure,  and allow the Holder,  at
its expense,  to undertake  appropriate  action to prevent  disclosure of, or to
obtain a protective order for, such information.

                i.      The Company shall cause all the  Registrable  Securities
covered  by the  Resale  Registration  Statement  to be listed on each  national
securities  exchange or Nasdaq  trading  market 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 market, as the case may be.

                j.      The  Company   shall   provide  a  transfer   agent  and
registrar,  which may be a single  entity,  for the  Registrable  Securities not
later than the effective date of the Resale Registration Statement.

                k.      The  Company  shall   cooperate   with  the  Holders  to
facilitate  the timely  preparation  and delivery of  certificates  representing
Registrable  Securities  to be  offered  pursuant  to  the  Resale  Registration
Statement and enable such  certificates to be in such  denominations or amounts,
as the case may be, or the Holders may reasonably request and registered in such
names as the Holders may request,  and, within three (3) business days after the
Resale Registration Statement is effective, the Company shall deliver, and shall
cause legal counsel  selected by the Company to deliver,  to the transfer  agent
for the  Registrable  Securities  (with copies to the Holders whose  Registrable
Securities are included in such  Registration  Statement) an instruction  and an
opinion of such counsel.

                l.      At the request of the holders of a  majority-in-interest
of the Registrable  Securities,  the Company shall prepare and file with the SEC
such  amendments  (including  post-effective  amendments) and supplements to the
Resale  Registration  Statement and any prospectus  used in connection  with the
Resale Registration Statement as may be necessary in order to change the plan of
distribution set forth in such Resale Registration Statement.

        4.      OBLIGATIONS OF THE HOLDERS.

        In connection with the registration of the Registrable  Securities,  the
Holders shall have the following obligations:

                a.      It shall be a condition  precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to the  Registrable  Securities  of a  particular  Holder that such Holder shall
furnish to the Company,  in writing,  such  information  regarding  itself,  the
Registrable  Securities held by it and the intended method of disposition of the
Registrable  Securities held by it as shall be reasonably required to effect the
registration of such Registrable  Securities and shall execute such documents in
connection  with such  registration  as the Company may reasonably  request.  At
least ten (10) business days prior to the first  anticipated  filing date of the
Resale  Registration  Statement,  the  Company  shall  notify each Holder of the
information the Company requires from each such Holder.

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

                c.      In the event Holders holding a  majority-in-interest  of
the Registrable  Securities  determine to engage the services of an underwriter,
each Holder agrees to enter into and perform such Holder's  obligations under an
underwriting  agreement,  in  usual  and  customary  form,  including,   without
limitation,  customary  indemnification and contribution  obligations,  with the
managing  underwriter  of such  offering  and take  such  other  actions  as are
reasonably  required in order to expedite or facilitate  the  disposition of the
Registrable  Securities,  unless such Holder has notified the Company in writing
of such Holder's election to exclude all of such Holder's Registrable Securities
from the Resale Registration Statement.

                d.      Each Holder agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind  described in Section 3(e)
or 3(f), such Holders will  immediately  discontinue  disposition of Registrable
Securities  pursuant to the Resale  Registration  Statement  until such Holder's
receipt of the copies of the supplemented or amended prospectus  contemplated by
Section  3(e) or 3(f) and,  if so  directed by the  Company,  such Holder  shall
deliver to the Company (at the expense of the  Company) or destroy  (and deliver
to the  Company a  certificate  of  destruction)  all  copies  in such  Holder's
possession,  of the prospectus  covering such Registrable  Securities current at
the time of receipt of such notice.

                e.      The  Company  shall  provide  a  CUSIP  number  for  all
Registrable  Securities  and provide and cause to be maintained a transfer agent
and  registrar  for all  such  Registrable  Securities  covered  by such  Resale
Registration   Statement  not  later  than  the  effectiveness  of  such  Resale
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 qualification fees, printers and accounting fees, the
fees and disbursements of counsel for the Company, all SEC, stock exchange, NASD
and other registration,  listing and filing fees, all fees and expenses incurred
in  connection  with  compliance  with  state  securities  or blue  sky laws and
compliance   with  the  rules  of  any  stock  exchange   (including   fees  and
disbursements  of counsel in connection with such compliance and the preparation
of  a  blue  sky  memorandum  and  legal  investment   survey),   the  fees  and
disbursements  of counsel for the Company,  in connection  with an  underwritten
offering only, the fees and disbursements of all independent  public accountants
(including the expenses of any audit and/or "cold comfort" letters) and the fees
and expenses of other Persons,  including experts,  retained by the Company and,
in connection  with an  underwritten  offering  only,  the expenses  incurred in
connection  with  making  road show  presentations  and  holding  meetings  with
potential  investors to  facilitate  the  distribution  and sale of  Registrable
Securities which are customarily borne by the issuer and the reasonable fees and
disbursements  of one counsel  selected by the Holders pursuant to Sections 2(b)
and 3(g) hereof  shall be borne by the Company  provided,  however,  the fees of

                                       8
<PAGE>


such counsel  shall not exceed  $10,000 for each Resale  Registration  Statement
filed by the Company pursuant to terms hereof.

        6.      INDEMNIFICATION.

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

                a.      To  the  extent  permitted  by  law,  the  Company  will
indemnify,  hold harmless and defend (i) each Holder who holds such  Registrable
Securities, (ii) the directors,  officers, partners,  employees, agents and each
person  who  controls  any  Holder  within  the  meaning  of the 1933 Act or the
Securities  Exchange Act of 1934, as amended (the "1934 ACT"), if any, (iii) any
underwriter (as defined in the 1933 Act) for the Holder, and (iv) the directors,
officers,  partners, employees and each person who controls any such underwriter
within  the  meaning  of the  1933  Act or  the  1934  Act,  if  any  (each,  an
"INDEMNIFIED  PERSON"),  against any joint or several losses,  claims,  damages,
liabilities  or expenses  (collectively,  together with actions,  proceedings or
inquiries by any regulatory or self-regulatory  organization,  whether commenced
or  threatened,  in respect  thereof,  "CLAIMS") to which any of them may become
subject  insofar as such Claims  arise out of or are based upon:  (i) any untrue
statement  or  alleged  untrue  statement  of a  material  fact  in  the  Resale
Registration  Statement or the omission or alleged  omission to state  therein a
material fact required to be stated 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 the Resale 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; or (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 (the matters in the foregoing clauses (i)
through (iii) being,  collectively,  "VIOLATIONS").  Subject to the restrictions
set forth in  Section  6(c) with  respect to the  number of legal  counsel,  the
Company shall  reimburse the Indemnified  Person,  promptly as such expenses are
incurred  and are due  and  payable,  for any  reasonable  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  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 any  Indemnified  Person or underwriter for such  Indemnified  Person
expressly  for use in  connection  with  the  preparation  of such  Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  was timely made  available  by the Company  pursuant to Section 3(c)
hereof;  and (ii) shall not apply to amounts paid in  settlement of any Claim if
such  settlement is effected  without the prior written  consent of the Company,
which consent shall not be unreasonably withheld. 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 Holders pursuant to Section 9.

                b.      In connection with any Registration Statement in which a
Holder is  participating,  each such Holder agrees  severally and not jointly to
indemnify,  hold harmless and defend,  to the same extent and in the same manner
set forth in Section  6(a),  the  Company,  each of its  directors,  each of its
officers  who  signs  the  Resale Registration  Statement,  each person, if any,

                                       9
<PAGE>


who controls the Company within the meaning of the 1933 Act or the 1934 Act, any
underwriter  and  any  other  stockholder  selling  securities  pursuant  to the
Registration  Statement  or any of its  directors  or officers or any person who
controls such  stockholder or underwriter  within the meaning of the 1933 Act or
the  1934  Act  (collectively  and  together  with  an  Indemnified  Person,  an
"INDEMNIFIED PARTY"), against any Claim to which any of them may become subject,
under the 1933 Act, the 1934 Act or otherwise,  insofar as such Claim arises out
of or is based upon any  Violation  by such  Holder,  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 Holder
expressly for use in connection with such Registration Statement; and subject to
Section 6(c) such Holder will reimburse any legal or other expenses (promptly as
such expenses are incurred and are due and payable)  reasonably incurred by them
in connection with investigating or defending any such Claim; PROVIDED, HOWEVER,
that the indemnity  agreement  contained in this Section 6(b) shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  such  Holder,   which  consent  shall  not  be
unreasonably  withheld;  PROVIDED,  FURTHER,  HOWEVER,  that the Holder shall be
liable under this Agreement (including this Section 6(b) and Section 7) for only
that  amount as does not exceed the net  proceeds  to such Holder as a result of
the  sale  of  Registrable   Securities  pursuant  to  the  Resale  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 Holder  pursuant to
Section 9.  Notwithstanding  anything  to the  contrary  contained  herein,  the
indemnification  agreement  contained  in this  Section 6(b) with respect to any
preliminary  prospectus shall not inure to the benefit of any Indemnified  Party
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then amended or supplemented.

                c.      Promptly  after  receipt  by an  Indemnified  Person  or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action  (including  any  governmental   action),   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 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.  The  indemnifying  party  shall  pay for only one
separate legal counsel for the Indemnified  Persons or the Indemnified  Parties,
as  applicable,  and such legal counsel  shall be selected by Holders  holding a
majority-in-interest  of the  Registrable  Securities  included  in  the  Resale
Registration  Statement  to which the Claim  relates  (with  the  approval  of a
majority-in-interest   of  the   Holders),   if  the  Holders  are  entitled  to
indemnification  hereunder,  or the  Company,  if the  Company  is  entitled  to
indemnification  hereunder, as applicable. 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 actually  prejudiced  in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by  periodic   payments  of  the  amount   thereof  during  the  course  of  the

                                       10
<PAGE>


investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

        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 contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section  6, (ii) no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution  from any seller of Registrable  Securities who was not
guilty of such fraudulent  misrepresentation,  and (iii) contribution  (together
with any  indemnification  or other  obligations  under this  Agreement)  by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.

        8.      REPORTS UNDER THE 1934 ACT.

        With a view to making  available to the Holders 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 Holders to sell securities of the Company to
the public without registration ("RULE 144") once it is subject to the reporting
requirements of the 1934 Act, the Company agrees to:

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

                b.      file with the SEC in a timely  manner  all  reports  and
other  documents  required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such  requirements  (it being  understood
that nothing herein shall limit the Company's  obligations under Section 4(c) of
the  Securities  Purchase  Agreement)  and the filing of such  reports and other
documents is required for the applicable provisions of Rule 144; and

                c.      furnish  to each  Holder  so long  as such  Holder  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company 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  Buyers  to  sell  such  securities  pursuant  to Rule  144  without
registration.

                                       11
<PAGE>


        9.      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 written consent of the Company and
Holders  who  hold a  majority  interest  of  the  Registrable  Securities.  Any
amendment or waiver  effected in accordance with this Section 9 shall be binding
upon each Holder and the Company.

        10.     MISCELLANEOUS.

                a.      A  person  or  entity  is  deemed  to  be  a  holder  of
Registrable  Securities  whenever  such  person  or entity  owns of record  such
Registrable  Securities.  If  the  Company  receives  conflicting  instructions,
notices or elections  from two or more  persons or entities  with respect to the
same  Registrable   Securities,   the  Company  shall  act  upon  the  basis  of
instructions,  notice or election  received  from the  registered  owner of such
Registrable Securities.

                b.      Any notices  required or permitted to be given under the
terms  hereof  shall be sent by certified  or  registered  mail (return  receipt
requested)  or  delivered  personally  or by  courier  (including  a  recognized
overnight  delivery  service) or by facsimile  and shall be effective  five days
after being placed in the mail, if mailed by regular United States mail, or upon
receipt, if delivered personally or by courier (including a recognized overnight
delivery  service)  or by  facsimile,  in each case  addressed  to a party.  The
addresses for such communications shall be:

                        If to the Company:

                        Enthrust Financial Services, Inc.
                        c/o Rodman & Renshaw, LLC
                        1270 Avenue of the Americas, 16th Floor
                        New York, NY 10020
                        Attention: Thomas Pinou, Chief Financial Officer
                        Facsimile:  (212) 356-0532

                        With copy to:

                        Morse, Zelnick, Rose & Lander, LLP
                        405 Park Avenue
                        New York, New York 10022
                        Attention: Kenneth Rose, Esq.
                        Facsimile:  (212) 838-9190

        If to any  Holders:  to the  address  set forth  immediately  below such
Buyer's name on the signature pages to the Subscription Agreement.

                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.      CHOICE OF LAW; CONSENT TO  JURISDICTION.  This Agreement
shall be enforced,  governed and construed in accordance  with the internal laws
(without  giving effect to the conflicts of law  principles) of the State of New
York.  Each of the parties hereto submits to the

                                       12
<PAGE>


exclusive  jurisdiction  of any state or federal court sitting in the Borough of
Manhattan,  County of New York,  in any action or  proceeding  arising out of or
relating to this  Agreement,  agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court and agrees not to bring
any action or  proceeding  arising out of or relating to this  Agreement  in any
other court. Each of the parties waives any defense of inconvenient forum to the
maintenance  of any action or proceeding so brought and waives any bond,  surety
or other  security  that  might be  required  of any other  party  with  respect
thereto.  Any party may make  service  on any other  party  hereto by sending or
delivering  a copy of the  process to the party to be served at the  address for
each  respective  party provided for herein.  Nothing in this Section,  however,
shall  affect the right of any party to serve legal  process in any other manner
permitted  by law.  Each party  agrees  that a final  judgment  in any action or
proceeding  so brought  shall be  conclusive  and may be enforced by suit on the
judgment or in any other manner provided by law.

                e.      In the event that any  provision  of this  Agreement  is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.

                f.      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.

                g.      This  Agreement  shall be binding  upon and inure to the
benefit of the parties and their successors and assigns.

                h.      The headings in this  Agreement are for  convenience  of
reference only and shall not form part of, or affect the interpretation of, this
Agreement.

                i.      This   Agreement   may  be   executed  in  two  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute  one  and  the  same  agreement  and  shall  become   effective  when
counterparts  have been signed by each party and  delivered  to the other party.
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 the 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.

                k.      Except as otherwise  provided  herein,  all consents and
other  determinations to be made by the Holders pursuant to this Agreement shall
be made by Holders holding a majority of the Registrable Securities,  determined
as  if  all  of  the  Debentures  then  outstanding  have  been  converted  into
Registrable Securities.

        IN WITNESS WHEREOF,  the Company and the undersigned Holders have caused
this Agreement to be duly executed as of the date first above written.

                                       13
<PAGE>


        ENTHRUST FINANCIAL SERVICES, INC.

        BY: _________________________
              JOHN J. BORER, III
              CHIEF EXECUTIVE OFFICER

        [HOLDERS]

        ____________________________

        ____________________________


                                       14
<PAGE>


                                    EXHIBIT A

                              PLAN OF DISTRIBUTION

        We are  registering  the shares of Common Stock  issued  pursuant to the
Exchange  Agreement and the shares of Common Stock issuable upon exercise of the
Warrants issued pursuant to the Exchange Agreement to permit the resale of these
shares of Common  Stock by the holders  thereof 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,

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

        o  in the over-the-counter market;

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

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

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

        o  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;

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

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

        o  privately negotiated transactions;

        o  short sales;

        o  sales pursuant to Rule 144;

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

                                       15
<PAGE>


        o  a combination of any such methods of sale; and

        o  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);  provided that
the commissions payable to, or discounts received by, any member of the National
Securities  Dealers  Association,  Inc.  shall not  exceed 8% of the sale of any
shares of Common Stock being registered pursuant to Rule 415. In connection with
sales of the shares of Common Stock or otherwise,  the selling  stockholders may
enter into hedging transactions with broker-dealers, which may in turn engage in
short sales of the shares of Common  Stock in the course of hedging in positions
they assume. The selling stockholders may also sell shares of Common Stock short
and deliver shares of Common Stock covered by this prospectus to close out short
positions and to return borrowed shares in connection with such short sales. The
selling  stockholders  may  also  loan or  pledge  shares  of  Common  Stock  to
broker-dealers that in turn may sell such shares.

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

        The  selling  stockholders  and any  broker-dealers  or agents  that are
involved  in  selling   the  shares  of  Common   Stock  may  be  deemed  to  be
"underwriters"  within the meaning of the Securities Act in connection with such
sales. In such event, any commissions  received by such broker dealers or agents
and any profit on the resale of the shares purchased by them may be deemed to be
underwriting  commissions or discounts  under the  Securities  Act. Each Selling
Stockholder  has  informed the Company that it does not have any written or oral
agreement  or  understanding,   directly  or  indirectly,  with  any  person  to
distribute the Common Stock.  The maximum  commission or discount to be received
by any NASD member or independent  broker/dealer  will not be greater than eight
percent  (8.0%)  for the  sale of any  securities  registered  pursuant  to this
registration  statement.  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

                                       16
<PAGE>


sale in such  state  or an  exemption  from  registration  or  qualification  is
available and is complied with.

        There can be no assurance that any selling  stockholder will sell any or
all of the  shares of  Common  Stock  registered  pursuant  to the  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 in respect of the shares of Common Stock.

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

Once sold under the  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.

                                       17