Exhibit 4.4



PIGGYBACK REGISTRATION RIGHTS AGREEMENT




 

         
PIGGYBACK REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated
for reference as of June 30, 2007 by and among Trustcash Holdings, Inc., a
Delaware corporation (the "Corporation"), Trustcash LLC, a
Delaware limited liability company ("Trustcash"), and those subscribers to the
private placement offering of $500,000 worth of Trustcash limited liability
company membership interests (the "Private Placement") whose names and
signatures appear on the signature pages hereto (the "Investors").


WHEREAS:

A.      The Corporation entered into
a Purchase Agreement dated as of June 30, 2007, among Trustcash and the owners
of Trustcash, including the Investors (the "Reorganization Agreement").

B.      To induce the Investors to
participate in the Private Placement and execute and deliver the Reorganization
Agreement and pursuant thereto to exchange their interests in Trustcash for
shares of the Corporation's Common Stock, the Corporation has agreed to provide
the Investors certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder (collectively, the "Securities
Act"), and all applicable state securities laws.


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



 1. DEFINITIONS.

1.1 Certain Definitions. In addition to the terms
defined above, as used in this Agreement the following terms shall have the
following meanings:

	"Affiliate" means any entity controlling, controlled by or
 under common control with a designated Person. For the purposes of this
 definition, "control" shall have the meaning specified as of the date of this
 Agreement for that word in Rule 405 promulgated by the SEC under the Securities
 Act of 1933. 

 

	"Common Stock" means the common stock, par value $0.001 per
 share, of the Corporation.

 

 
	"Equity Security" shall mean any stock or similar security,
 including without limitation securities containing equity features and
 securities containing profit participation features, or any security
 convertible or exchangeable, with or 

 
  
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 without consideration, into or for any stock or similar security, or any
 security carrying any warrant or right to subscribe to or purchase any stock or
 similar security, or any such warrant or right. 

 

 

	"Exchange Act" means the Securities Exchange Act of 1934, as
 amended, or any similar federal statute, and the rules and regulations of the
 SEC thereunder, all as the same shall be in effect from time to time. 

 

	"Person" means any individual, corporation, partnership,
 joint venture, association, limited liability company, joint-stock company,
 trust, unincorporated organization or government or any agency or political
 subdivision thereof. 

 

 
	"Registrable Securities" shall mean the shares of Common
 Stock to be issued to the Investors in exchange for the membership interests of
 Trustcash they acquired in the Private Placement, and any additional Common
 Stock issued on account thereof by way of a stock dividend or stock split or in
 connection with a combination of shares, recapitalization, merger,
 consolidation or other reorganization, until the earliest to occur of (a) the
 date on which such security has been effectively registered under the
 Securities Act and disposed of in accordance with a registration statement and
 (b) the date on which such security may be sold pursuant to Rule 144 (without
 any volume limitations thereunder) or may be sold without compliance with such
 Rule. 

 

	"Rule 144" means Rule 144 promulgated by the SEC under the
 Exchange Act, as such Rule may be amended from time to time, or any successor
 rule thereto. 

 

	"SEC" means the Securities and Exchange Commission of the
 United States of America or any successor to the rights and duties thereof.
 


1.2 Incorporated Definitions. Capitalized terms used
in this Agreement and not otherwise defined herein shall have the meanings set
forth in the Reorganization Agreement. 

2. REGISTRATION.

2.1 Reserved. 



2.2 Piggyback Registration.

	Except as set forth in Section 2.2(b), as, if and when the Corporation
 proposes to register any Common Stock under the Securities Act for sale to the
 public, on a form that would also permit the registration of the Registrable
 Securities (other than registrations on Form S-8, or any successor form, or
 Form S-4, or any successor form) (an "Eligible Registration"),
 each such time it will give written notice to the Investors of its intention so
 to do. Upon the written request of an Investor received by the Corporation
 within 20 days after the giving of any such 

 
  
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 notice by the Corporation, to register such number of shares of Registrable
 Securities held by such Investor specified in such written request, the
 Corporation will cause the Registrable Securities as to which registration
 shall have been so requested to be included in the securities to be covered by
 the registration statement proposed to be filed by the Corporation with respect
 to such Eligible Registration, all to the extent requisite to permit the sale
 or other disposition by such Investor (in accordance with its written request)
 of such Registrable Securities so registered. 

 

 

	Notwithstanding the foregoing, an Eligible Registration may occur only
 during the one year period following the closing of the Reorganization
 Agreement. No Eligible Registration shall occur except at the times allowed
 pursuant to this Section 2.1(b).


2.3 Registration Statement Form. Registrations
pursuant to Section 2.2 shall be on such appropriate registration form of the
SEC as shall be selected by the Corporation.


2.4 Expenses. Except as otherwise provided in this
Section 2.4, all expenses incurred in connection with each registration pursuant
to Section 2.2 hereof (excluding in each case underwriting discounts and
commissions applicable to Registrable Securities) shall be borne by the
Corporation, including, without limitation, in each case, all registration,
filing and other fees of the securities exchange, all fees and expenses of
complying with securities or blue sky laws, all word processing, duplicating and
printing expenses, messenger, delivery and shipping expenses, fees and
disbursements of the accountants and counsel for the Corporation including the
expenses of any special audits or "cold comfort" letters or opinions required by
or incident to such registrations and any fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding underwriting
discounts and commissions, if any. In all cases, the Investors shall pay the
underwriting discounts and commissions applicable to the Registrable Securities
sold by the Investors, as well as the fees of their own attorneys, if
any.

2.4 Effective Registration Statement. The Corporation
shall use its best efforts to have each Registration Statement declared
effective as soon as practicable. If (A) a Registration Statement covering
Registrable Securities is not declared effective by the SEC within thirty (30)
days after receiving a no review status from the SEC, (B) after a Registration
Statement has been declared effective by the SEC sales cannot be made pursuant
to such Registration Statement during the Registration Period (as defined in
Section 3(a)) due to the Corporation's failure to use reasonable efforts to
ensure that sales can be made pursuant to the Registration Statement, or (C) the
Common Stock generally or the Registrable Securities specifically are not listed
or included for quotation on the Nasdaq National Market System, the Nasdaq Small
Cap Market, the American Stock Exchange or the OTC Bulletin Board during the
Registration Period due to the Corporation's failure to use reasonable efforts
to maintain such listing, then the Corporation will issue Penalty Warrants as
set forth in Section 8 below in respect of any Registrable Shares still held by
such Investor for any 30-day period or pro rata for any portion thereof
following the date by which such a Registration Statement should have been
effective as described in (A) or (B) or (C) above (the "Blackout Period").
The issuance of such Penalty Warrants shall be the Investors' exclusive remedy
for such events. The Blackout Period shall terminate upon (x) the Corporation's
use of reasonable 


 
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efforts to ensure the effectiveness of the applicable Registration Statement in
the case of (A) and (B) above; (y) the Corporation's use of reasonable efforts
to ensure listing or inclusion of the Common Stock on the Nasdaq National Market
System, the Nasdaq Small Cap Market, the American Stock Exchange or the OTC
Bulletin Board in the case of (C) above; or (z) the termination of the
Registration Period (as defined in Section 3(b) below). The obligation of the
Corporation to issue Penalty Warrants hereunder shall cease when an Investor no
longer holds Registrable Securities.

2.5 Selection of Underwriters. If a registration
pursuant to Section 2.2 hereof involves an underwritten offering, the
underwriter or underwriters thereof shall be selected by the Corporation in its
sole discretion.

3. REGISTRATION PROCEDURES.

3.1 Procedures. The Corporation will, subject to the
limitations provided herein, as expeditiously as possible:

	use its best efforts to cause such Registration Statement to become
 effective and to remain continuously effective for a period that will terminate
 upon the earlier of (i) the date on which all Registrable Securities, covered
 by such Registration Statement, as amended from time to time, have been sold,
 or (ii) the date on which all Registrable Securities may be sold pursuant to
 Rule 144(k) (the "Registration Period"); 

 
	prepare and file with the SEC the requisite registration statement to
 effect such registration, and thereafter, use reasonable efforts to cause such
 registration statement to become effective; provided that before filing a
 registration statement or prospectus or any amendments or supplements thereto,
 including documents incorporated by reference, the Corporation will furnish to
 counsel to the Investors and the managing underwriter or underwriters, if any,
 draft copies of all such documents proposed to be filed (other than exhibits,
 unless so requested) a reasonable time prior thereto, which documents will be
 subject to the reasonable review of such counsel and such Investors and
 underwriters, and will notify each Investor of any stop order issued by the SEC
 in connection therewith and take all reasonable actions required to remove such
 stop order; 

 

	prepare and file with the SEC such amendments and supplements to such
 registration statement and the prospectus used in connection therewith as may
 be reasonably necessary to keep such registration statement effective and to
 comply with the provisions of the Securities Act with respect to the
 disposition of all securities covered by such registration statement until such
 time as all of such securities have been disposed of in accordance with the
 intended methods of disposition by the seller or sellers thereof set forth in
 such registration statement; provided however that the Corporation may, at any
 time, delay the filing or suspend the effectiveness of any registration under
 this Agreement, or without suspending such effectiveness instruct the Investors
 not to sell any Registrable 

 

 
  
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 Securities included in any such registration, (i) if the Corporation shall have
 determined upon the advice of counsel that the Corporation would be required to
 disclose any actions taken or proposed to be taken by the Corporation in good
 faith and for valid business reasons, including without limitation, the
 acquisition or divestiture of assets, which disclosure would have a material
 adverse effect on the Corporation or on such actions, or (ii) if required by
 law, to update the prospectus relating to any such registration to include
 updated financial statements (a "Suspension Period"), by
 providing the Investors with written notice of such Suspension Period and the
 reasons therefore; provided, however, that the Corporation will not be required
 to disclose such reasons with particularity if an authorized executive officer
 of the Corporation certifies that the Corporation believes it is required by
 law to delay the filing or suspend the effectiveness of any such registration.
 In addition, the Corporation shall not be required to keep any registration
 effective, or may without suspending such effectiveness, instruct the Investors
 if it has Registrable Securities included in such registration not to sell such
 Securities, during any period which the Corporation is instructed, directed,
 ordered or otherwise requested by any governmental agency or self-regulatory
 organization to stop or suspend such trading or sales ("Supplemental
 Extension Period"). In the event of a Suspension Period or Supplemental
 Extension Period, the period during which any registration under this Agreement
 is to remain effective pursuant to this Section 3.1(a) shall be tolled until
 the end of any such Suspension Period or Supplemental Extension Period. The
 Corporation will use reasonable efforts to limit any Suspension Period or
 Supplemental Extension Period to less than 30 days;

 

 

	furnish to the Investors such number of conformed copies of such
 registration statement and of each such amendment and supplement thereto (in
 each case including all exhibits), such number of copies of the prospectus
 contained in such registration statement (including each preliminary prospectus
 and any summary prospectus) and any other prospectus filed under Rule 424 under
 the Securities Act, and such other documents, as the Investors may reasonably
 request;

 

 
	use its reasonable efforts to register or qualify all Registrable
 Securities under such other securities or blue sky laws of such jurisdictions
 in the United States of America as each Investor shall reasonably request and
 to keep such registration or qualification in effect for so long as such
 registration statement remains in effect, and take any other action which may
 be reasonably necessary or advisable to enable such Investor to consummate the
 disposition in such jurisdictions of the securities owned by such Investor,
 except that the Corporation shall not for any such purpose be required to
 qualify generally to do business as a foreign corporation in any jurisdiction
 wherein it would not but for the requirements of this Section 3.1(d) be
 obligated to be so qualified or to consent to general service of process in any
 such jurisdiction.
 
  
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	use its reasonable efforts to cause all Registrable Securities covered by
 such registration statement to be registered with or approved by such other
 United States Federal or state governmental agencies or authorities as may be
 necessary to enable the Investors to consummate the disposition of such
 Registrable Securities;

 

 
	notify in writing the Investors, if Registrable Securities are covered by
 such registration statement, at any time when a prospectus relating thereto is
 required to be delivered under the Securities Act, upon discovery that, or upon
 the happening of any event as a result of which the prospectus included in such
 registration statement, as then in effect, includes an untrue statement of a
 material fact or omits to state any material fact required to be stated therein
 or necessary to make the statements therein not misleading in the light of the
 circumstances under which they were made, and at the request of an Investor
 prepare and furnish to such Investor a reasonable number of copies of a
 supplement to or an amendment of such prospectus as may be necessary so that,
 as thereafter delivered to the purchasers of such securities, such prospectus
 shall not include an untrue statement of a material fact or omit to state a
 material fact required to be stated therein or necessary to make the statements
 therein not misleading in the light of the circumstances under which they were
 made.

 
	otherwise use reasonable efforts to comply with all applicable rules and
 regulations of the SEC and make available to its security holders, as soon as
 reasonably practicable, an earnings statement covering the period of at least
 twelve months beginning with the first full calendar month after the effective
 date of such registration statement, which earnings statement shall satisfy the
 provisions of Section 11(a) of the Securities Act;

 
	provide and cause to be maintained a transfer agent for all Registrable
 Securities covered by such registration statement from and after a date not
 later than the effective date of such registration statement; and

 
	use its reasonable efforts to list all Registrable Securities covered by
 such registration statement on any securities exchange on which any of the
 Common Stock is then listed.


3.2 Information Requirements. It shall be a condition
precedent to the obligations of the Corporation to take any action with respect
to registering the Investors' Registrable Securities pursuant to this Section 3
that the Investors furnish the Corporation in writing such information regarding
the Investors, the Registrable Securities and other securities of the
Corporation held by the Investors, and the distribution of such securities as
the Corporation may from time to time reasonably request in writing. If an
Investor refuses to provide the Corporation with any of such information on the
grounds that it is not necessary to include such information in the registration
statement, the Corporation may exclude such Investor's Registrable Securities
from the registration statement unless such Investor provides the Corporation
with an opinion of counsel, which opinion and 


 
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counsel shall be reasonably satisfactory to the Corporation
and its counsel, to the effect that such information need not be included in the
registration statement.

          Each
Investor agrees by acquisition of such Registrable Securities that upon receipt
of any notice from the Corporation of the happening of any event of the kind
described in Section 3.1(j), such Investor will forthwith discontinue such
Investor's disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until the Investor's receipt
of the copies of the supplemented or amended prospectus contemplated by Section
3.1(j) and, if so directed by the Corporation, will deliver to the Corporation
copies, other than permanent file copies then in the Investor's possession, of
the current prospectus relating to such Registrable Securities at the time of
receipt of such notice.

4.         UNDERWRITTEN OFFERINGS.

          
If requested by the underwriters for any underwritten offering of Registrable
Securities pursuant to a registration under Section 2 hereof, the Corporation
and Investor will enter into an underwriting agreement with such underwriters
for such offering, such agreement to be satisfactory in substance and form to
the Corporation and the underwriters and to contain such representations and
warranties by the Corporation and the Investor and such other terms as are
generally prevailing in agreements of this type, including, without limitation,
indemnities to the effect and to the extent provided in Section 6 hereof. 

5.        PREPARATION; REASONABLE
INVESTIGATION.

          In
connection with the preparation and filing of each registration statement under
the Securities Act in connection with an Eligible Registration, the Corporation
will give the Investors and their respective agents and advisors and the
underwriters, if any, the reasonable opportunity to participate in the
preparation of such registration statement, each prospectus included therein or
filed with the SEC, and each amendment thereof or supplement thereto, and will
give each of them such access to its books and records and such opportunities to
discuss the business of the Corporation with its officers and the independent
public accountants who have certified its financial statements as shall be
necessary, in the option of the Investors' counsel, to conduct a reasonable
investigation within the meaning of the Securities Act. Subject to the rights
and obligations of the Corporation under the Securities Act and other applicable
laws, the Investors shall have the right to review and approve those portions of
such registration statement that directly pertain to the Investors.

 

6.           INDEMNIFICATION


6.1       
Indemnification by the Corporation. In the event any Registrable
Securities are included in a registration statement under this Agreement, to the
extent 


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

6.2        
Indemnification by the Investors. In the event any Registrable Securities
are included in a registration statement under this Agreement, to the extent
permitted by law each Investor whose Registrable Securities are registered
pursuant to such registration statement will, and hereby does, indemnify and
hold harmless (in the same manner and to the same extent as set forth in Section
6.1) the other Investors, each underwriter, each Person who controls such
underwriter within the meaning of the Securities Act, the Corporation, each
director of the Corporation, each officer of the Corporation and each other
Person, if any, who controls the Corporation within the meaning of the
Securities Act, with respect to any statement or alleged statement in or 


 
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omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, if such statement or
alleged statement or omission or alleged omission was made in reliance upon and
in strict conformity with information furnished to the Corporation by such
Investor expressly for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement; provided that the Investor shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable Securities
or any other Person, if any, who controls such underwriter within the meaning of
the Securities Act, in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of such Person's failure to send or give a copy of the final prospectus, as
the same may be then supplemented or amended, to the Person asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such
Person if such statement or omission was corrected in such final prospectus.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of any underwriter, the Corporation or any
such director, officer or controlling Person and shall survive the transfer of
such Securities by such seller.

6.3         Notices of
Claims, Participation in Defense. Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in Sections 6.1 and 6.2, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action; provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 6 except to the extent that the indemnifying party
is actually prejudiced by such failure to give notice. In case any such action
is brought against an indemnified party, unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such indemnified party; and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation. No indemnified party shall
consent to entry of any judgment or enter into any settlement without the
consent of the indemnifying party.

6.4         Other
Indemnification. Indemnification similar to that specified in the preceding
subdivisions of this Section 6 (with appropriate modifications) shall be given



 
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by the Corporation and the Investors with respect to any
required registration or other qualification of securities under any Federal or
state law or regulation of any governmental authority other than the Securities
Act.

6.5        
Indemnification Payments. 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 expense, loss,
damage or liability is incurred.

6.6         
Contribution. If the indemnification provided for in this Section 6 from the
indemnifying party is unavailable to an indemnified party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, claims, damages, liabilities or expenses in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue statement of material fact
or omission or alleged omission to state a material fact, has been made by, or
relates to information supplied by, such indemnifying party or indemnified
parties and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in Section 6.3 hereof, any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.

The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6.6 were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 6.6, no underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

If indemnification is available under this Section 6, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Section 6.1 through Section 6.5 hereof without regard to the
relative fault of said indemnifying party or indemnified party or any other
equitable consideration provided for in this Section 6.6.


 
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7. REPORTING REQUIREMENTS UNDER EXCHANGE ACT.

If and when the Corporation registers the Common Stock under
the Exchange Act, thereafter the Corporation shall use its reasonable efforts to
keep effective the registration of its Common Stock under Section 12 of the
Exchange Act and shall timely file such information, documents and reports as
the SEC may require or prescribe under Section 13 of the Exchange Act. The
Corporation shall timely file such information, documents and reports which a
corporation, partnership or other entity subject to Section 13 or 15(d)
(whichever is applicable) of the Exchange Act is required to file.

If the Corporation is subject to the reporting requirements
of either Section 13 or 15(d) of the Exchange Act, the Corporation shall
forthwith upon request furnish the Investors with (i) a written statement by the
Corporation that it has complied with such reporting requirements, (ii) a copy
of the most recent annual or quarterly report of the Corporation, and (iii) such
other reports and documents filed by the Corporation with the SEC as the
Investors may reasonably request in availing themselves of an exemption for the
sale of Registrable Securities without registration under the Securities Act.
The Corporation acknowledges and agrees that the purpose of the requirements
contained in this Section 7 are to enable the Investors to comply with the
current public information requirement contained in Paragraph (c) of Rule 144
under the Securities Act should the Investors ever wish to dispose of any of the
Registrable Securities without registration under the Securities Act in reliance
upon Rule 144 (or any other similar exemptive provision). In addition, the
Corporation shall take such other measures and file such other information,
documents and reports, as shall hereafter be required by the SEC as a condition
to the availability of Rule 144 under the Securities Act (or any similar
exemptive provision hereafter in effect).

8. FAILURE TO EFFECT REGISTRATION.

If the Corporation shall fail to file the Registration
Statement with respect to the Registrable Shares within the time period
described in Section 2.1 or use reasonable efforts to obtain or maintain the
effectiveness thereof or maintain the listing of the Common Stock (as described
in Section 2.2) within the time periods described in Section 2.4, then, with
respect to each 30-day period (or pro rata for any portion thereof) after such
date for which such Registration Statement contemplated thereby shall not have
been filed or made effective, the Corporation will issue to each Investor
warrants to purchase Common Stock equal to one half of one percent (.5%) of the
number of Registrable Securities owned by such Investor (the "Penalty
Warrants"), such warrants having the terms and conditions substantially as
set forth in the Form of Warrant attached hereto as Schedule A; provided,
however, that Penalty Warrants shall be issuable only in the event the principal
reasons for any such delayed effectiveness of such Registration Statement relate
to either (1) acts or omissions of Trustcash LLC which occurred prior to the
date hereof, including its financial statements for any period ended on or
before such date, or (2) acts or omissions of the Public Company occurring after
the date hereof, it being understood that delays attributable to matters
concerning either (a) the Corporation prior to the date hereof or (b) the
Reorganization Agreement and the transactions contemplated thereby under no
circumstances whatsoever shall result in the issuance of Penalty Warrants. The
Corporation shall issue and deliver to the Investors any Penalty Warrants within
10 days after the end of each such 30-day period (or portion thereof).


 
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9. STOCKHOLDER INFORMATION.

The Corporation may require the Investors to furnish the
Corporation such information in writing with respect to the Investors and the
distribution of their respective Registrable Securities as the Corporation may
from time to time reasonably request in writing and as shall be required by law
or by the SEC in connection therewith.

10. FORMS.

All references in this Agreement to particular forms of
registration statements are intended to include, and shall be deemed to include,
references to all successor forms which are intended to replace, or to apply to
similar transactions as, the forms herein referenced.

11. TRANSFER OF REGISTRATION RIGHTS.

The registration rights granted to the Investors under this
Agreement may not be transferred without the prior written consent of the
Corporation, which may be withheld or granted in the Corporation's sole
discretion.

12. AMENDMENT.

This Agreement may be amended only by a written agreement
signed by the Corporation and the Investors.

13. NOTICES.

All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be delivered, or
mailed first-class postage prepaid, registered or certified mail,

	If to a Investor at its respective address as shown on the books of the
 Corporation, or at such other address as such Investor may specify by written
 notice to the Corporation, or

 
	If to the Corporation: Trustcash Holdings, Inc., 400 Park Avenue, Suite
 1420, New York, NY 10022, Attention: Gregory Moss, President; or at such other
 address as the Corporation may specify by written notice to the Investors, and
 such notices and other communications shall for all purposes of this Agreement
 be treated as being effective or having been given if delivered personally, or,
 if sent by mail, when received.
  
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14. COUNTERPARTS.

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

15. CHOICE OF LAW.

THIS AGREEMENT AND THE VALIDITY AND ENFORCEABILITY HEREOF
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICT OF LAWS RULES OR
CHOICE OF LAWS RULES THEREOF. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents)
shall be commenced in the state and federal courts sitting in the MANHATTAN
county OF New york (the "NEW YORK Courts"). Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the NEW YORK Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any term OF thIS Agreement), 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, or such NEW YORK
Courts are improper or AN inconvenient venue for such proceeding. 

16. SEVERABILITY.

Should any one or more of the provisions of this Agreement or
any agreement entered into pursuant to this Agreement be determined to be
illegal or unenforceable, all other provisions of this Agreement and of each
other agreement entered into pursuant to this Agreement shall be given effect
separately from the provision or provisions determined to be illegal or
unenforceable and shall not be affected thereby.

 


 
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17. WHOLE AGREEMENT.

This Agreement constitutes the complete agreement and
understanding by and among the parties hereto and shall supersede any prior
understanding, agreement or representation by or among the parties, whether
written or oral, related to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives effective the
day and year first above written.


                   


                                                                                                                
TRUSTCASH HOLDINGS, INC.





 


                                                                                                                 
By: Kent Carasquero, President

                                                                                                                


 INVESTORS:


 
 	  

   __________________________________
	 	

   

   

   

   _________________________________
	By:
        _______________________________

     Print Name & Title
	 	By:

   

     _______________________________

     Print Name & Title
	 	 	 
	 	 	 
	 	 	 
	

   

   __________________________________	 	

   

   __________________________________
	By:
        _______________________________
	 	By:
        _______________________________

	     Print Name & Title	 	     Print Name & Title
	 	 	 
	 	 	 
	 

  __________________________________
	 	 
	

  By: 

     _______________________________	 	 
	     Print Name & Title	 	 


 




 
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