Unassociated Document


    Exhibit
      10.3

    



    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (“Agreement”), dated as of June __, 2007, is made
      by and between AFTERSOFT GROUP, INC., a Delaware corporation (“Company”), and
the
      investors identified on Schedule A (each such investor is an “Investor,” and all
      such investors are, collectively, the “Investors”).

    


    RECITALS

     

     

    A. WHEREAS,
      In
      connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the “Securities Purchase Agreement”), the Company
      has agreed, upon the terms and subject to the conditions contained therein,
      to
      issue and sell to the Initial Investors Units consisting of common stock and
      warrants to acquire common stock.

     

    B. WHEREAS,
      To
      induce the Initial Investors to execute and deliver the Securities Purchase
      Agreement, the Company has agreed to provide certain registration rights under
      the Securities Act of 1933, as amended, and the rules and regulations
      thereunder, or any similar successor statute (collectively, the “1933
      Act”),
      and
      applicable state securities laws;

     

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

    


    1. Definitions.

    


    (a) As
      used
      in this Agreement, the following terms shall have the following
      meaning:

    


    (i) “Business
      Day” means any
      day
      that is not a Saturday, Sunday, or legal holiday in the State of New York when
      commercial banking institutions are required to be closed.

    


    (ii) “Closing
      Date” means the date of this Agreement.

    


    (iii) “Investor”
      and “Investors” have the meaning set forth in the preamble to this Agreement. An
“Initial Investor” is deemed to be such Investor who purchases securities
      pursuant to the Securities Purchase Agreement and not a transferee.

    


    (iv) “Potential
      Material Event” means any of the following: (a) possession by the Company of
      material information not ripe for disclosure in a Registration Statement (as
      defined below), which shall be evidenced by determinations in good faith by
      the
      Board of Directors of the Company that disclosure of such information in the
      Registration Statement would be detrimental to the business and affairs of
      the
      Company, or (b) any material engagement or activity by the Company which would,
      in the good faith determination of the Board of Directors of the Company, be
      adversely affected by disclosure in a Registration Statement at such time,
      which
      determination shall be accompanied by a good faith determination by the Board
      of
      Directors of the Company that the Registration Statement would be materially
      misleading absent the inclusion of such information


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (v) “Register”,
      “registered” and “registration” refer to a registration effected by preparing
      and filing a Registration Statement or Statements in compliance with the
      Securities Act and pursuant to Rule 415 under the Securities Act or any
      successor rule providing for offering securities on a delayed or 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”).

    


    (vi) “Registrable
      Securities” means such securities comprising the Units, including the Common
      Stock and Warrant Shares issued or issuable upon exercise of the Warrants (as
      such terms are defined in the Securities Purchase Agreement).

     

    (vii) “Registration
      Statement” means a registration statement of the Company under the Securities
      Act.

    


    (viii) “Rule
      144” means Rule 144 promulgated under the Securities Act or any other similar
      rule or regulation of the SEC that may at any time permit the Investors to
      sell
      securities of the Company to the public without registration (“Rule
      144”).

    


    (b) Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Securities Purchase Agreement.

    


    2. Registration.
      

    


    (a) Mandatory
      Registration.
      The
      Company shall, on the date six (6) months from the later
      of
      the (i) closing of the Securities Purchase Agreement or (ii) the SEC’s having
      declared the registration statement on Form SB-2 (File No. 333-140758) (or
      any
      amendment thereto) effective
      (the
“Mandatory Registration Date”), file with the Commission a Registration
      Statement (the “Mandatory Registration Statement”), no later than thirty (30)
      days from such Mandatory Registration Date (the “Mandatory Filing Date”),
      covering the resale of all of the Registrable Securities for an offering to
      be
      made on a continuous basis pursuant to Rule 415. The Mandatory Registration
      Statement required hereunder shall be on Form S-1, Form SB-2 or Form S-3 (as
      the
      Company may then qualify to use), except if the Company is not then eligible
      to
      register for resale the Registrable Securities on Form S-1, Form SB-2 or Form
      S-3, in which case the Mandatory Registration Statement shall be on another
      appropriate form in accordance herewith. The Mandatory Registration Statement
      required hereunder shall contain the Plan of Distribution, attached hereto
      as
      Annex A (which may be modified to respond to comments, if any, received by
      the
      Commission). The Company shall use its best efforts to cause the Mandatory
      Registration Statement to become effective, no later than one hundred twenty
      (120) days after the Mandatory Filing Date, (the “Mandatory Effectiveness Date”)
      and remain effective as provided herein. The Company shall use its best efforts
      to cause the Mandatory Registration Statement to be declared effective under
      the
      Securities Act.

    



    
      
         

      

      
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    The
      Company shall not be obligated to take any action to effect any such
      registration, qualification or compliance pursuant to this Section
      2:

    


    (1) in
      any
      particular jurisdiction in which the Company would be required to execute a
      general consent to service of process in effecting such registration,
      qualification or compliance, unless the Company is already subject to service
      in
      such jurisdiction and except as may be required by the Securities Act;
      or

    


    (2) 
      during
      the period starting with the date sixty (60) days prior to the Company’s
      estimated date of filing of, and ending on the date six months immediately
      following the effective date of, any registration statement pertaining to
      securities of the Company (other than a registration of securities in a Rule
      145
      transaction, or with respect to an employee benefit plan), provided that the
      Company is actively employing in good faith all reasonable efforts to cause
      such
      registration statement to become effective.

    


    (b) Filing
      Default Damages.
      If the
      Mandatory Registration Statement is not filed on or prior to the Mandatory
      Filing Date, then the Company shall pay to the Investors holding Registrable
      Securities, for each thirty (30) day period of such failure (or any portion
      thereof) and until the date a Mandatory Registration Statement or Demand
      Registration Statement (as the case may be) is filed and/or the Registrable
      Securities may be sold pursuant to Rule 144(k), as the case may be, an amount
      in
      cash, as liquidated damages and not as a penalty, equal to two (2%) percent
      of
      the Purchase Price paid by the Investors for the Units. The maximum liquidated
      damages shall be equal to 15% of the Purchase Price. If the Company fails to
      pay
      any partial liquidated damages pursuant to this Section
      2(b)
      in full
      within five (5) days of the date payable, the Company shall pay interest thereon
      at a rate of 15% per annum (or such lesser maximum amount that is permitted
      to
      be paid by applicable law) to the Investors, accruing daily from the date such
      liquidated damages are due until such amounts, plus all such interest thereon,
      are paid in full. 

    


    (c) Effectiveness,
      Etc. Default Damages.
      If a
      Mandatory Registration Statement is not declared effective by the Commission
      on
      or prior to the Mandatory Effectiveness Date, or the Commission declared any
      such Registration Statement effective, but the Investors of Registrable
      Securities cannot sell such Registrable Securities thereunder, for any reason
      or
      no reason, then the Company shall pay to the Investor, for each thirty (30)
      day
      period (or any portion thereof) until the Registration Statement is declared
      effective (or the Investors in Registrable Securities can sell thereunder,
      as
      the case may be), an amount in cash equal to one (2%) percent of the Purchase
      Price paid by the Investors for the Units, up to a maximum of 15%.
      Notwithstanding the foregoing, the Company shall not be responsible to pay
      any
      penalties if the delay in effectiveness is the result of any comment relating
      to
      Rule 415, provided that the Company is working diligently to cause such
      effectiveness.


    
      
         

      

      
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    3. Obligation
      of the Company.
      In
      connection with the registration of the Registrable Securities set forth in
      Section 2 above, the Company shall cause each of the following:

    


    (a) Keep
      the
      Registration Statement continuously effective at all times until the earliest
      of
      (i) the date when the Investors may sell all Registrable Securities under Rule
      144(k) without volume limitations, or (ii) the date the Investors no longer
      own
      any of the Registrable Securities (collectively, the “Registration Period”),
      which Registration Statement (including any amendments or supplements, thereto
      and prospectuses contained therein) shall not contain any untrue statement
      of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading;

    


    (b) Prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to the Registration Statement and the prospectus used in connection
      with the Registration Statement as may be necessary to keep the Registration
      Statement effective at all times during the Registration Period, and, during
      the
      Registration Period, and to comply with the provisions of the Securities Act
      with respect to the disposition of all Registrable Securities of the Company
      covered by the Registration Statement until the expiration of the Registration
      Period;

    


    (c)
       Notify
      Investors (and, in the case of Section 3(c)(i)(A) below, not less than one
      (1)
      Business Day prior to such filing) and (if requested by any such person) confirm
      such notice in writing no later than one (1) Business Day following the day
      (i):
      (A) when a prospectus or any prospectus supplement or post-effective amendment
      to the Registration Statement is proposed to be filed; (B) whenever the SEC
      notifies the Company whether there will be a “review” of such Registration
      Statement; (C) whenever the Company receives (or a representative of the Company
      receives on its behalf) any oral or written comments from the SEC with respect
      to a Registration Statement (copies or, in the case of oral comments, written
      or
      oral summaries of such comments shall be promptly furnished by the Company
      to
      counsel appointed by the investors (“Investors’ Counsel”)); and (D) with respect
      to the Registration Statement or any post-effective amendment, when the same
      has
      become effective; (ii) of any request by the SEC or any other federal or state
      governmental authority for amendments or supplements to the Registration
      Statement or the prospectus or for additional information; (iii) of the issuance
      by the SEC of any stop order suspending the effectiveness of the Registration
      Statement covering any or all of the Registrable Securities or the initiation
      of
      any proceedings for that purpose; (iv) if at any time any of the representations
      or warranties of the Company contained in any agreement (including any
      securities purchase agreement) contemplated hereby ceases to be true and correct
      in all material respects; (v) of the receipt by the Company of any notification
      with respect to the suspension of the qualification or exemption from
      qualification of any of the Registrable Securities for sale in any jurisdiction,
      or the initiation or threatening of any proceeding for such purpose; and (vi)
      of
      the occurrence of any event that to the knowledge of the Company makes any
      statement made in the Registration Statement or the prospectus or any document
      incorporated or deemed to be incorporated therein by reference untrue in any
      material respect or that requires any revisions to the Registration Statement,
      the prospectus or other documents so that, in the case of the Registration
      Statement or the prospectus, as the case may be, it will not contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein, in the light of
      the
      circumstances under which they were made, not misleading. In addition, the
      Company shall furnish Investors’ Counsel with copies of all intended written
      responses to the comments contemplated in clause (C) of this Section not later
      than one (1) Business Day in advance of the filing of such responses with the
      SEC so that the Investors shall have the opportunity to comment
      thereon;

    



    
      
         

      

      
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    (d) Furnish
      to the Investors (i) promptly after the same is prepared and publicly
      distributed, filed with the SEC, or received by the Company, one (1) copy of
      the
      Registration Statement, each preliminary prospectus and the 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 Investors may reasonably request in order
      to
      facilitate the disposition of the Registrable Securities owned by the
      Investors;

    


    (e) Use
      all
      diligent efforts to (i) register and/or qualify the Registrable Securities
      covered by the Registration Statement under such other securities or blue sky
      laws of such jurisdictions as the Investors may 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 at all times during the
      Registration Period, (iii) take such other actions as may be necessary to
      maintain such registrations and qualification 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(f), (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 more than nominal expense or burden to the Company or (E) make any change
      in its charter or by-laws or any then-existing contracts, 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;

    


    (f) As
      promptly as practicable after becoming aware of such event, notify the Investors
      of the occurrence of any event of which the Company has knowledge, as a result
      of which the prospectus included in the Registration Statement, as then in
      effect, includes any untrue statement of a material fact or omits to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading (“Registration Default”), and use all diligent efforts promptly to
      prepare a supplement or amendment to the Registration Statement or other
      appropriate filing with the SEC to correct such untrue statement or omission,
      and any other necessary steps to cure the Registration Default, and deliver
      a
      number of copies of such supplement or amendment to the Investors as the
      Investors may reasonably request; 

    



    
      
         

      

      
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    (g) As
      promptly as practicable after becoming aware of such event, notify the Investors
      (or, in the event of an underwritten offering, the managing underwriters) of
      the
      issuance by the SEC of any notice of effectiveness or any stop order or other
      suspension of the effectiveness of the Registration Statement at the earliest
      possible time;

    


    (h) Notwithstanding
      the foregoing, if at any time or from time to time after the date of
      effectiveness of the Registration Statement, the Company notifies the Investors
      in writing of the existence of a Potential Material Event (“Blackout Notice”),
      the Investors shall not offer or sell any Registrable Securities, or engage
      in
      any other transaction involving or relating to the Registrable Securities,
      from
      the time of the giving of notice with respect to a Potential Material Event
      until the Investors receive written notice from the Company that such Potential
      Material Event either has been disclosed to the public or no longer constitutes
      a Potential Material Event; provided,
      however,
      that (a)
      the Company may not so suspend the right to such holders of Registrable
      Securities for more than three (3) ten (10) day periods in the aggregate during
      any 12-month period (“Blackout Period”) with at least a ten (10) Business Day
      interval between such periods, during the periods the Registration Statement
      is
      required to be in effect, or (b) that if such Blackout Period exceeds the
      permitted ten (10) day periods, the Company shall pay damages of 1% of the
      cost
      of all common stock then held by the Investors for each fifteen (15) day period
      or portion thereof, beginning on the date of the suspension;

    


    (i) Cooperate
      with the Investors to facilitate the timely preparation and delivery of
      certificates for the Registrable Securities to be offered pursuant to the
      Registration Statement and enable such certificates for the Registrable
      Securities to be in such denominations or amounts as the case may be, as the
      Investors may reasonably request and registration in such names as the Investors
      may request; and, within five (5) Business Days after a Registration Statement
      which includes Registrable Securities is ordered effective by the SEC, 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 Investors) an appropriate instruction and opinion of such counsel, if so
      required by the Company’s transfer agent; and

    


    (j) Take
      all
      other reasonable actions necessary to expedite and facilitate distribution
      to
      the Investors of the Registrable Securities pursuant to the Registration
      Statement.

    


    4. Obligations
      of the Investors.
      In
      connection with the registration of the Registrable Securities, each Investor
      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 the Investor that the Investor shall timely furnish to the Company
      such information regarding itself, the Registrable Securities held by it, and
      the intended method of disposition of the Registrable Securities held by it,
      as
      shall be reasonably required to effect the registration of such Registrable
      Securities and shall timely execute such documents in connection with such
      registration as the Company may reasonably request.

     


    
      
         

      

      
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    (b) The
      Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of the Registration Statement hereunder;
      and

    


    (c) The
      Investor agrees that, upon receipt of any notice from the Company of the
      occurrence of any event of the kind described in Sections 3(g), 3(h) or 3(i)
      above, the Investor will immediately discontinue disposition of Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until the Investor receives the copies of the supplemented or amended
      prospectus, or notice, contemplated by Sections 3(g), 3(h) or 3(i) and, if
      so
      directed by the Company, the Investor 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 the Investor’s possession, of the prospectus covering
      such Registrable Securities current at the time of receipt of such
      notice.

    


    5. Expenses
      of Registration. 

    


    (a)
      All
      reasonable expenses incurred in connection with Registrations, filings or
      qualifications pursuant to Sections 2 and 3, including, without limitation,
      all
      Registration, listing, and qualifications fees, printers and accounting fees,
      the fees and disbursements of counsel for the Company shall be borne by the
      Company.

    


    (b) Except
      as
      otherwise provided for in Schedule 5(b), the Company has not previously entered
      into any agreement granting any registration rights with respect to any of
      its
      securities to any person. 

    


    Except
      as
      otherwise provided for in this Section 5, and without limiting the generality
      of
      the foregoing, without the written consent of the Investors, the Company shall
      not grant to any person the right to request the Company to Register any
      securities of the Company under the Securities Act unless the rights so granted
      are subject in all respects to the prior rights in full of the Investors set
      forth herein, and are not otherwise in conflict or inconsistent with the
      provisions of this Agreement or the Purchase Agreement.

    


    6. Indemnification. After
      Registrable Securities are included in a Registration Statement under this
      Agreement:

    



    
      
         

      

      
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    (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless, the
      Investor(s), the directors, if any, of the Investor(s), the officers, if any,
      of
      the Investor(s), each person, if any, who controls Investor(s) within the
      meaning of the Securities Act or the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) (each, an “Indemnified Person”), against any losses,
      claims, damages, liabilities or expenses (joint or several) incurred
      (collectively, “Claims”) to which any of them may become subject under the
      Securities Act, the Exchange Act or otherwise, insofar as such Claims (or
      actions or proceedings, whether commenced or threatened, in respect thereof)
      arise out of or are based upon: (i) any untrue statement or alleged untrue
      statement of a material fact contained in the Registration Statement or any
      post-effective amendment thereof or the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, (ii) any untrue statement or alleged untrue
      statement of a material fact contained in any preliminary prospectus if used
      prior to the effective date of such Registration Statement, or contained in
      the
      final prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in the 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 Securities Act, the Exchange Act, any state securities law or
      any
      rule or regulation under the Securities Act, the Exchange Act or any state
      securities law (the matters in the foregoing clauses (i) through (iii) being
      collectively referred to as “Violations” or individually a “Violation”). The
      Company shall reimburse the Investor(s) 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) shall not (i) apply
      to
      any Claims arising out of or based upon a Violation which occurs in reliance
      upon and in conformity with information furnished to the Company by or on behalf
      of any Indemnified Person expressly for use in connection with the preparation
      of the Registration Statement or any such amendment thereof or supplement
      thereto, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(b) hereof; (ii) with respect to any preliminary prospectus, inure
      to
      the benefit of any such person from whom the person asserting any such Claim
      purchased the Registrable Securities that are the subject thereof (or to the
      benefit of any person controlling such person) if the untrue statement or
      omission of material fact contained in the preliminary prospectus was corrected
      in the prospectus, as then amended or supplemented, if such prospectus was
      timely made available by the Company pursuant to Section 3(b) hereof; (iii)
      be
      available to the extent such Claim is based on a failure of the Investors to
      deliver or cause to be delivered the prospectus made available by the Company;
      or (iv) 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. The Investor(s) will indemnify the Company, its
      officers, directors and agents (including legal counsel) against any claims
      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 or on behalf
      of such Investor(s), expressly for use in connection with the preparation of
      the
      Registration Statement, subject to such limitations and conditions set forth
      in
      the previous sentence. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of the Indemnified Person
      or indemnified party.

    



    
      
         

      

      
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    (b) Promptly
      after receipt by an Indemnified Person under this Section 6 of notice of the
      commencement of any action (including any governmental action), such Indemnified
      Person 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, assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person, as the case may be; provided,
      however,
      that an
      Indemnified Person shall have the right to retain its own counsel with the
      reasonable 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 and the indemnifying
      party would be inappropriate due to actual or potential differing interests
      between such Indemnified Person and any other party represented by such counsel
      in such proceeding. In such event, the Company shall pay for only one separate
      legal counsel for the Investor(s) selected by the Investor(s). 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 under this Section 6, except to the extent
      that the indemnifying party is 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 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
      (a) 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; (b) no seller of Registrable Securities guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any seller of Registrable Securities
      who
      was not guilty of such fraudulent misrepresentation; and (c) contribution 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 Exchange Act.
      With a
      view to making available to the Investors the benefits of Rule 144, the Company
      agrees to use its reasonable best efforts 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 Exchange Act;

    



    
      
         

      

      
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    (c) furnish
      to the Investors so long as the Investors own Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144, the Securities Act and the Exchange
      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 solely if unavailable
      by EDGAR, and (iii) such other information as may be reasonably requested to
      permit the Investors to sell such securities pursuant to Rule 144 without
      registration; and 

    


    (d)
       at
      the
      request of any Investor of Registrable Securities, give its transfer agent
      irrevocable instructions (supported by an opinion of Company counsel, if
      required or requested by the transfer agent) to the effect that, upon the
      transfer agent’s receipt from such Investor of:

    


    (i)
      a
      certificate (a “Rule 144 Certificate”) certifying (A) that such Investor has
      held the shares of Registrable Securities which the Investor proposes to sell
      (the “Securities Being Sold”) for a period of not less than (1) year and (B) as
      to such other matters as may be appropriate in accordance with Rule 144 under
      the Securities Act, and 

    


    (ii)
      an
      opinion of counsel acceptable to the Company (for which purposes it is agreed
      that the initial Investor’s Counsel shall be deemed acceptable if such opinion
      is not given by Company Counsel) that, based on the Rule 144 Certificate,
      Securities Being Sold may be sold pursuant to the provisions of Rule 144, even
      in the absence of an effective Registration Statement, 

    


    the
      transfer agent is to effect the transfer of the Securities Being Sold and issue
      to the buyer(s) or transferee(s) thereof one or more stock certificates
      representing the transferred Securities Being Sold without any restrictive
      legend and without recording any restrictions on the transferability of such
      shares on the transfer agent’s books and records (except to the extent any such
      legend or restriction results from facts other than the identity of the
      Investor, as the seller or transferor thereof, or the status, including any
      relevant legends or restrictions, of the shares of the Securities Being Sold
      while held by the Investor). If the transfer agent requires any additional
      documentation at the time of the transfer, the Company shall deliver or cause
      to
      be delivered all such reasonable additional documentation as may be necessary
      to
      effectuate the issuance of an unlegended certificate.

    


    9. Miscellaneous.

    


    (a) Registered
      Owners.
      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.

    



    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    (b) Rights
      Cumulative; Waivers.
      The
      rights of each of the parties under this Agreement are cumulative. The rights
      of
      each of the parties hereunder shall not be capable of being waived or varied
      other than by an express waiver or variation in writing. Any failure to exercise
      or any delay in exercising any of such rights shall not operate as a waiver
      or
      variation of that or any other such right. Any defective or partial exercise
      of
      any of such rights shall not preclude any other or further exercise of that
      or
      any other such right. No act or course of conduct or negotiation on the part
      of
      any party shall in any way preclude such party from exercising any such right
      or
      constitute a suspension or any variation of any such right.

    


    (c) Benefit;
      Successors Bound.
      This
      Agreement and the terms, covenants, conditions, provisions, obligations,
      undertakings, rights, and benefits hereof, shall be binding upon, and shall
      inure to the benefit of, the undersigned parties and their heirs, executors,
      administrators, representatives, successors, and permitted assigns.

    


    (d) Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof. There are no promises, agreements, conditions,
      undertakings, understandings, warranties, covenants or representations, oral
      or
      written, express or implied, between them with respect to this Agreement or
      the
      matters described in this Agreement, except as set forth in this Agreement
      and
      in the other documentation relating to the transactions contemplated by this
      Agreement. Any such negotiations, promises, or understandings shall not be
      used
      to interpret or constitute this Agreement.

    


    (e) Assignment. The
      rights to have the Company register the Registrable Securities pursuant to
      this
      Agreement may be assigned by the Investor(s) to any transferee or assignee
      (the
“Transferee”), only if: (a) the Transferee is an Accredited Investor under
      Regulation D not in competition with the Company; (b) the Company receives
      a
      legal opinion in form and substance satisfactory to the Company that the
      proposed transfer complies with federal and state securities laws and does
      not
      adversely effect the validity of the transactions executed (or to be executed)
      under this Agreement and the Purchase Agreement under federal and state
      securities laws; (c) the assignment requires that the Transferee be bound by
      all
      of the provisions contained in this Agreement, and the Investors, the Company
      and the Transferee enter into a written agreement, which shall be enforceable
      by
      the Company against the Transferee and by the Transferee against the Company,
      to
      assign such rights; and (d) immediately following such transfer or assignment
      the further disposition of such securities by the transferee or assignee is
      restricted under the Securities Act and applicable state securities laws. Prior
      to the assignment the Company shall have the right to perform its own due
      diligence regarding the Transferee and have the right to approve the assignment,
      provided that such approval shall not be unreasonably withheld. In the event
      of
      any delay in filing or effectiveness of the Registration Statement as a result
      of such assignment, the Company shall not be liable for any damages arising
      from
      such delay.

    


    (f) Amendment.
      Any
      provision of this Agreement may be amended and the observance thereof may be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and the Investors.
      Any amendment or waiver effected in accordance with this Section 9(f) shall
      be
      binding upon the Company and any subsequent Transferees.

    



    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    (g) Severability.
      Each
      part of this Agreement is intended to be severable. In the event that any
      provision of this Agreement is found by any court or other authority of
      competent jurisdiction to be illegal or unenforceable, such provision shall
      be
      severed or modified to the extent necessary to render it enforceable and as
      so
      severed or modified, this Agreement shall continue in full force and
      effect.

    


    (h) Notices.
      Notices
      required or permitted to be given hereunder shall be in writing and shall be
      deemed to be sufficiently given when personally delivered (by hand, by courier,
      by telephone line facsimile transmission, receipt confirmed, or other means)
      or
      sent by certified mail, return receipt requested, properly addressed and with
      proper postage pre-paid (i) if to the Company, at its executive office and
      (ii)
      if to the Investors, at the address set forth under its name in the Purchase
      Agreement, with a copy to its designated attorney, or at such other address
      as
      each such party furnishes by notice given in accordance with this Section 9(h),
      and shall be effective, when personally delivered or delivered via a nationally
      recognized overnight courier, upon receipt and, when so sent by certified mail,
      five (5) Business Days after deposit with the United States Postal
      Service.

    


    (i) Governing
      Law.
      This
      Agreement shall be governed by the interpreted in accordance with the laws
      of
      the State of New York without reference to its conflicts of laws rules or
      principles. Each of the parties consents to the exclusive jurisdiction of the
      federal courts of the State of New York in connection with any dispute arising
      under this Agreement and hereby waives, to the maximum extent permitted by
      law,
      any objection, including any objection based on forum
      non coveniens,
      to the
      bringing of any such proceeding in such jurisdictions. Each
      of
      the parties hereby waives a trial by jury in any action, proceeding or
      counterclaim brought by either of the parties hereto against the other in
      respect of any matter arising out of or in connection with this
      Agreement.

    


    (j) Consents.
      The
      person signing this Agreement on behalf of each party hereby represents and
      warrants that he has the necessary power, consent and authority to execute
      and
      deliver this Agreement on behalf of that party.

    


    (k) Further
      Assurances.
      In
      addition to the instruments and documents to be made, executed and delivered
      pursuant to this Agreement, the parties hereto agree to make, execute and
      deliver or cause to be made, executed and delivered, to the requesting party
      such other instruments and to take such other actions as the requesting party
      may reasonably require to carry out the terms of this Agreement and the
      transactions contemplated hereby.

    


    (l) Section
      Headings.
      The
      Section headings in this Agreement are for reference purposes only and shall
      not
      affect in any way the meaning or interpretation of this Agreement.

    



    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    (m) Construction.
      Unless
      the context otherwise requires, when used herein, the singular shall be deemed
      to include the plural, the plural shall be deemed to include each of the
      singular, and pronouns of one or no gender shall be deemed to include the
      equivalent pronoun of the other or no gender.

    


    (n) Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by telephone line facsimile transmission of a copy of this Agreement
      bearing the signature of the party so delivering this Agreement. A facsimile
      transmission of this signed Agreement shall be legal and binding on all parties
      hereto.

    


    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    (i) IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be duly executed by their respective
      officers thereunto duly authorized as of the day and year first above
      written.

     

    

      COMPANY:

      


      AFTERSOFT
        GROUP, INC.

      


      


      By:
        _________________________________

      Name:
        ______________________________

      Title:________________________________

      


      


      


      INVESTORS:

      


      [____________________________________]

      


      


      


      By:_________________________________

      Name:_______________________________

      Title:________________________________

      


      


      [____________________________________]

      


      


      By:_________________________________

      Name:_______________________________

      Title:________________________________




    
      
         

      

      
        
        

        
          

        

      

      
         

      

    



    Schedule
      5(b)

    


    


    The
      Company has not granted any other registration rights to any other person as
      of
      the date of this Agreement; however, the Company is in the process of
      registering approximately 71,250,000 shares of Common Stock pursuant to that
      certain registration statement on Form SB-2 filed on February 16, 2007 (File
      No.
      333-140758).


    
      
         

      

      
        Schedule
          1

        
          

        

      

      
         

      

    



    ANNEX
      A

    


    Plan
      of
      Distribution

    


    The
      Selling Stockholders and any of their pledgees, assignees and
      successors-in-interest may, from time to time, sell any or all of their shares
      of Common Stock on any stock exchange, market or trading facility on which
      the
      shares are traded or in private transactions. These sales may be at fixed or
      negotiated prices. The Selling Stockholders may use any one or more of the
      following methods when selling shares:

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the Rules of the applicable
                exchange;

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              settlement
                of short sales;

            


    

     

    
      	 	
              ·

            	
              broker/dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	 	
              ·

            	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the
      Securities Act, if available, rather than under this prospectus.

     

    Broker/dealers
      engaged by the Selling Stockholders may arrange for other brokers/dealers to
      participate in sales. Broker/dealers may receive commissions from the Selling
      Stockholders (or, if any broker/dealer acts as agent for the purchaser of
      shares, from the purchaser) in amounts to be negotiated. The Selling
      Stockholders do not expect these commissions to exceed what is customary in
      the
      types of transactions involved.

     

    The
      Selling Stockholders may from time to time pledge or grant a security interest
      in some or all of the shares of common stock owned by them and, if they default
      in the performance of their secured obligations, the pledgees or secured parties
      may offer and sell the shares of common stock from time to time under this
      prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
      or other applicable provision of the Securities Act of 1933 amending the list
      of
      Selling Stockholders to include the pledgee, transferee or other successors
      in
      interest as Selling Stockholders under this prospectus.

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    


    The
      Selling Stockholders and any broker/dealers or agents that are involved in
      selling the shares 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 under
      the
      Securities Act. The Selling Stockholders have informed the Company that it
      does
      not have any agreement or understanding, directly or indirectly, with any person
      to distribute the Common Stock.

     

    The
      Company is required to pay all fees and expenses incident to the registration
      of
      the shares. The Company has agreed to indemnify the Selling Stockholders against
      certain losses, claims, damages and liabilities, including liabilities under
      the
      Securities Act.


    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    SELLING
      STOCKHOLDER QUESTIONNAIRE

     

    Aftersoft
      Group, Inc.

    c/o
      Gersten Savage LLP

    600
      Lexington Avenue - 9th
      Floor

    New
      York,
      New York 10022

     

    Ladies
      and Gentlemen:

     

    I
      acknowledge that I am a holder of securities of Aftersoft Group, Inc. (the
      “Company”).
      I
      understand that I will be named as a selling stockholder in the prospectus
      that
      forms a part of the registration statement on Form [SB-2] (or other applicable
      form) that the Company will file with the Securities and Exchange Commission
      to
      register under the Securities Act of 1933, as amended, the securities I expect
      to sell. The Company will use the information that I provide in this
      Questionnaire to ensure the accuracy of the registration statement and the
      prospectus.

     

    
      	
              Please
                answer every question.

              If
                the answer to any question is “none” or “not applicable,” please so
                state.

            


    

     

    
      	1.	
              Name. Type
                or print your name exactly as it should appear in the Registration
                Statement.

            


    

     

    ____________________________________________________

     

    
      	
              2.

            	
               Manner
                of Ownership of Shares:

            


    

     

    Individual
      _______ Community Property ________  Tenants
      in Common _______

     

    Joint
      Tenants with Rights of Survivorship ________  Corporate
      ________

     

    
      	 	
              Partnership
                ______ Trust ________ Other
                ___________________________

            


    

     

    
      	
              3.

            	
              Contact
                Information. Provide
                the address, telephone number and fax number where you can be reached
                during business hours.

            


    

     

    Address: 
      _______________________________________________________________

     

     _______________________________________________________________

     

    Phone:    _______________________________________________________________

     

    Fax:        
      _______________________________________________________________

     

    
      	
              4.

            	
              Relationship
                with the Company. Describe
                the nature of any position, office or other material relationship
                (if any)
                that you have had with the Company during the past three
                years.

            


    

     

    
      _____________________________________________________________

    

     


    
      
         

      

      
        Exhibit
          1

        
          

        

      

      
         

      

    

     

    
      _____________________________________________________________

    

     

    
      	
              5.

            	
              Organizational
                Structure.
                Please indicate or (if applicable) describe how you are organized.
                

            


    

     

    
      	 	
              (a)

            	
              Are
                you a natural
                person?

              (if
                so, please mark the box and skip to Question 5)

            	
               ̈
                Yes  ̈
                No

            
	 	 	 	 
	 	
              (b)

            	
              Are
                you a reporting
                company
                under the 1934 Act?

              (if
                so, please mark the box and skip to Question 5)

            	
               ̈
                Yes  ̈
                No

            
	 	 	 	 
	 	
              (c)

            	
              Are
                you a majority-owned
                subsidiary
                of
                a reporting company under the 1934 Act?

              (if
                so, please mark the box and skip to Question 5)

            	
               ̈
                Yes  ̈
                No

            
	 	 	 	 
	 	
              (d)

            	
              Are
                you a registered
                investment fund
                under the 1940 Act?

              (if
                so, please mark the box and skip to Question 5)

            	
               ̈
                Yes  ̈
                No

            


    

     

    If
      you
      have answered "no" to all of the foregoing questions, please describe: (i)
      the
      exact legal description of your entity (e.g., corporation, partnership, limited
      liability company, etc.); (ii) whether the legal entity so described is managed
      by another entity and the exact legal description of such entity (repeat this
      step until the last entity described is managed by a person or persons, each
      of
      whom is described in any one of (a) through (d) above), (iii) the names of
      each
      person or persons having voting and investment control over the Company's
      securities that the entity owns (e.g., director(s), general partner(s), managing
      member(s), etc.). 

     

    Legal
      Description of Entity:________________________________________________________

     

    Name
      of Entity(ies) Managing Such Entity (if any):
      _____________________________________

     

     ___________________________________________________________________

     

    
       ___________________________________________________________________

    

     

    Name
      of Entity(ies) Managing such Entity(ies) (if any): 
_________________________________

    
       

       ___________________________________________________________________

    

     

    
       ___________________________________________________________________

    

     

    Name(s)
      of Natural Persons Having Voting or Investment

    Control
      Over the Shares Held by such Entity(ies):
      ______________________________________ 

     

    
       ___________________________________________________________________

    

     

    
       ___________________________________________________________________

    

     

    
       ___________________________________________________________________

    

     

     

    
      
         

      

      
        Exhibit
          2

        
          

        

      

      
         

      

    


    
      	
              6.
                

            	
              Ownership
                of the Company’s Securities.
                This question covers your beneficial ownership of the Company’s
                securities. Please consult the Appendix
                A
                to
                this Questionnaire for information as to the meaning of “beneficial
                ownership.” State the number of shares of the Company’s common stock that
                you beneficially owned as of the date this Questionnaire is
                signed:

            


    

     

    No.
      of Shares of Stock _______________

     

    
      	
              7.

            	
              Acquisition
                of Shares.
                Please describe below the manner in which you acquired your shares
                of
                Common Stock of the Company including, but not limited to, the date,
                the
                name and address of the seller(s), the purchase price and pursuant
                to
                which documents (the “Acquisition
                Documents”).
                Please forward such documents used to acquire your shares as provided
                below.

            


    

     

    
      	
              8.

            	
              Plan
                of Distribution.
                I
                have reviewed the proposed “Plan of Distribution” attached to this
                Registration Rights Agreement as Annex
                A,
                and agree that the statements contained therein reflect my intended
                method(s) of distribution or, to the extent these statements are
                inaccurate or incomplete, I have communicated in writing to one of
                the
                parties listed above my signature to any changes to the proposed
“Plan of
                Distribution” that are required to make these statements accurate and
                complete.  ̈ (Please
                check the box if you have made any changes to Annex
                A)

            


    

     

    
      	
              9.

            	
              Reliance
                on Responses.
                I
                acknowledge and agree that the Company and its legal counsel shall
                be
                entitled to rely on my responses in this Questionnaire in all matters
                pertaining to the registration statement and the sale of any shares
                of
                common stock of the Company pursuant to the registration
                statement.

            


    

     

    
      	
              10.

            	
              NASD.
                The National Association of Securities Dealers, Inc. (“NASD”)
                may request, in connection with their review of the Registration
                Statement
                and Prospectus under the Securities Act of 1933, as amended, that
                the
                Company inform them of the names of all persons who purchased securities
                from the Company, together with any affiliations with the NASD of
                such
                purchasers. In order to aid the Company in responding to such request,
                the
                undersigned furnishes the following
                information:

            


    

    



    
      
         

      

      
        Exhibit
          3

        
          

        

      

      
         

      

    


    PART
      A: DETERMINATION OF RESTRICTED PERSON STATUS:

    


    Please
      check all appropriate categories.

    


    The
      undersigned is:

    


    
      	 	
              ___

            	
              (i)
                a broker-dealer;

            


    

    


    
      	 	
              ___

            	
              (ii)
                an officer, director, general partner, associated person1
                or
                employee of a broker-dealer (other than a limited business
                broker-dealer)
                2;

            


    

    


    
      	 	
              ___

            	
              (iii)
                an agent of a broker-dealer (other than a limited business broker-dealer)
                that is engaged in the investment banking or securities
                business;

            


    

    


    
      	 	
              ___

            	
              (iv)
                an immediate family member3
                of
                a person described in (ii) or (iii) above. Under certain circumstances,
                if
                the undersigned checks this category, he/she/it may be able to participate
                in New Issue (as that term is defined in NASD Rule 2790 or Section
                3(a)(11) of
                the Securities Act of 1934) investments. The Company may request
                additional information in order to determine the eligibility
                of the
                undersigned under this Restricted Person
                category;

            


    

    


    
      	 	
              ___

            	
              (v)
                a finder or any person acting in a fiduciary capacity to a managing
                underwriter, including, but not limited to, attorneys, accountants
                and
                financial consultants;

            


    

    


    
      	 	
              ___

            	
              (vi)
                a person who has authority to buy or sell securities for a bank,
                savings
                and loan institution, insurance company, investment company, investment
                advisor or collective investment account4
                (including a private investment vehicle such as a hedge fund or an
                offshore fund);

            


    

    


    
      	 	
              ___

            	
              (vii)
                an immediate family member of a person described in (v) or (vi) above
                who
                materially supports5,
                or receives material support from, the
                undersigned;

            


    

    


    
      	 	
              ___

            	
              (viii)
                a person listed or required to be listed in Schedule A, B or C of
                a Form
                BD (other than with respect to a limited business broker-dealer),
                except
                persons whose listing on Schedule A, B or C is related to a person
                identified by an ownership code of less than 10% on Schedule
                A;

            


    

    


    
      	 	
              ___

            	
              (ix)
                a person that (A) directly or indirectly owns 10% or more of a public
                reporting company listed, or required to be listed, in Schedule A
                of a
                Form BD or (B) directly or indirectly owns 25% or more of a public
                reporting company listed, or required to be listed in Schedule B
                of a Form
                BD, in each case (A) or (B), other than a reporting company that
                is listed
                on a national securities exchange or is traded on the Nasdaq National
                Market, or other than with respect to a limited business
                broker/dealer;

            


    

     

    
      
        
1
        A person
“associated with” a broker-dealer includes any natural person engaged in the
        investment banking or securities business who is directly or indirectly
        controlling or controlled by a broker-dealer, any partner, director, officer
        or
        sole proprietor of a broker-dealer.

      


      2  A
        limited
        business broker-dealer is any broker-dealer whose authorization to engage
        in the
        securities business is limited solely to the purchase and sale of investment
        company/variable contracts securities and direct participation program
        securities.

      


      3 The
        term
“Immediate family” includes the investor’s: (i) parents, (ii) mother-in-law or
        father-in-law, (iii) husband or wife, (iv) brother or sister, (v) brother-in-law
        or sister-in-law, (vi) son-in-law or daughter-in-law, (vii) children, and
        (viii)
        any other person who is supported, directly or indirectly, to a material
        extent
        by an officer, director, general partner, employee, agent of a broker-dealer
        or
        person associated with a broker-dealer.

      


      4 A
        “collective investment account” is any hedge fund, investment corporation, or
        any other collective investment vehicle that is engaged primarily in the
        purchase and/or sale of securities, investment clubs (groups of individuals
        who
        pool their money to invest in stock or other securities and who are collectively
        responsible for making investment decisions) and family investment vehicles
        (legal entities that are beneficially owned solely by immediate family members
        (as defined above)) are not considered collective investment
        accounts.

      


      5 The
        term “material” support” means directly or indirectly providing more than 25% of
        a person’s income in the prior calendar year or living in the same household
        with a member of one’s Immediate family.

    

     

    
      
        
           

        

        
          Exhibit
            4

          
            

          

        

        
           

        

      

    

    

      
        	 	
                ___

              	
                (x)
                  an immediate family member of a person described in (viii) or (ix)
                  above.
                  Under certain circumstances, if the undersigned places a check
                  next to
                  this category, he/she/it may be able to participate in New Issue
                  investments. The Company may request additional information in
                  order to
                  determine the eligibility of the undersigned under this Restricted
                  Person
                  category;

              


      

      


      
        	 	
                ___

              	
                (xi)
                  any entity (including a corporation, partnership, limited liability
                  company, trust or other entity) in which any person or persons
                  listed in
                  (i)-(x) above has a beneficial interest6;
                  or

              


      



    ___ None
      of
      the above categories apply and the undersigned is eligible to participate in
      New
      Issue securities.

    
       

      
        
          

          6  The
            term
‘beneficial interest” means any economic interest such as the right to share in
            gains or losses. The receipt of a management or performance based fee
            for
            operating a collective investment account, or other fee for acting in
            a
            fiduciary capacity, is not considered a beneficial interest in the account;
            however, if such fee is subsequently invested into the account (as a
            deferred
            fee arrangement or otherwise), it is considered a beneficial interest
            in that
            account.

        

      

    


    
      
         

      

      
        Exhibit
          5

        
          

        

      

      
         

      

    


    PART
      B: DETERMINATION OF EXEMPTED ENTITY STATUS:

    


    The
      undersigned is:

    

      
        	 	
                ___

              	
                (i)
                  a publicly traded entity (other than a broker-dealer or an affiliate
                  of a
                  broker-dealer, where such broker-dealer is authorized to engage
                  in the
                  public offering of New Issues either as a selling group member
                  or
                  underwriter) that is listed on a national securities exchange or
                  traded on
                  the Nasdaq National Market or is a foreign issuer whose securities
                  meet
                  the quantitative designation criteria for listing on a national
                  securities
                  exchange or trading on the Nasdaq National
                  Market;

              


      

      


      
        	 	
                ___

              	
                (ii)
                  an investment company registered under the Investment Company Act
                  of 1940,
                  as amended;

              


      

      


      
        	 	
                ___

              	
                (iii)
                  a corporation, partnership, limited liability company, trust or
                  any other
                  entity (including a private investment vehicle such as a hedge
                  fund or an
                  offshore fund, or a broker-dealer organized as an investment partnership)
                  and

              


      

      


      (A)
        the
        beneficial interests of Restricted Persons do not exceed in the aggregate
        10% of
        such entity; or

      


      (B)
        such
        entity limits participation by Restricted Persons to not more than 10% of
        the
        profits and losses of New Issues;

      

        
          	 	
                  ___

                	
                  (iv)
                    an investment company organized under the laws of a foreign jurisdiction
                    and 

                


        

      

      


      (A)
        the
        investment company is listed on a foreign exchange or authorized for sale
        to the
        public by a foreign regulatory authority; and

      


      (B)
        no
        person owning more than 5% of the shares of the investment company is a
        Restricted Person;

      


      
        	 	
                ___

              	
                (v)
                  (A) an employee benefits plan under the U.S. Employee Retirement
                  Income
                  Security Act of 1974, as amended, that is qualified under Section
                  401(a)
                  of the Internal Revenue Code of 1986, as amended (the “Code”)
                  and such plan is not sponsored solely by a broker-dealer, (B) a
                  state or
                  municipal government benefits plan that is subject to state and/or
                  municipal regulation or (C) a church plan under Section 414(e)
                  of the
                  Code;

              


      

      


      
        	 	
                ___

              	
                (vi)
                  a tax exempt charitable organization under Section 501(c)(3) of
                  the
                  Code;

              


      

      


      
        	 	
                ___

              	
                (vii)
                  a common trust fund or similar fund as described in Section
                  3(a)(12)(A)(iii) of the Securities Exchange Act of 1934, as amended,
                  and
                  the Company

              


      

      


      (A)
        has
        investments from 1,000 or more accounts, and

      


      (B)
        does
        not limit beneficial interests in the Company principally to trust accounts
        of
        Restricted Persons; or

      

        
          	 	
                  ___

                	
                  (viii)
                    an insurance company general, separate or investment account,
                    and

                


        



      (A)
        the
        account is funded by premiums from 1,000 or more policyholders, or, if a
        general
        account, the insurance company has 1,000 or more policyholders, and

      


      (B)
        the
        insurance company does not limit the policyholders whose premiums are used
        to
        fund the account principally to Restricted Persons, or, if a general account,
        the insurance company does not limit its policyholders principally to Restricted
        Persons.

    

     

    
      
         

      

      
        Exhibit
          6

        
          

        

      

      
         

      

    

     

    Please
      acknowledge that your answers to the foregoing questions are true and correct
      to
      the best of your information and belief by signing and dating this Questionnaire
      where indicated below. Please return the completed executed questionnaire
via
      fax
      to
Simon
      Chadwick, c/o Gersten Savage LLP 212-980-5192 as soon as
      possible.

     

    If
      at any
      time you discover that your answer to any question was inaccurate, or if any
      event occurring after your completion hereof would require a change in your
      answer to any questions, please immediately contact Simon Chadwick c/o Gersten
      Savage LLP at 212-752-9700.

     

    
      	
              Date:

            	                                                             
              ,
              2007	 	 
	 	 	
              (Print
                name of selling stockholder)

            
	 	 	 
	 	
              By:

            	 
	 	 	
              (Signature)

            
	 	 	 
	 	
              Name:

            	 
	 	 	
              (Print
                name)

            
	 	 	 
	 	
              Title:

            	 


    

     

    
      
         

      

      
        Exhibit
          7

        
          

        

      

      
         

      

    


    APPENDIX
      A

    


    
      	
              1.

            	
              Definition
                of “Beneficial Ownership”

            


    

     

    
      	 	
              (a)

            	
              A
                “Beneficial Owner” of a security includes any person who, directly or
                indirectly, through any contract, arrangement, understanding, relationship
                or otherwise has or shares:

            


    

     

    
      	 	
              (1)

            	
              Voting
                power which includes the power to vote, or to direct the voting of,
                such
                security; and/or

            


    

     

    
      	 	
              (2)

            	
              Investment
                power which includes the power to dispose, or direct the disposition
                of,
                such security.

            


    

     

    Please
      note that either
      voting
      power or
      investment power, or
      both, is
      sufficient for you to be considered the beneficial owner of shares.

     

    
      	 	
              (b)

            	
              Any
                person who, directly or indirectly, creates or uses a trust, proxy,
                power
                of attorney, pooling arrangement or any other contract, arrangement
                or
                device with the purpose or effect of divesting such person of beneficial
                ownership of a security or preventing the vesting of such beneficial
                ownership as part of a plan or scheme to evade the reporting requirements
                of the federal securities acts shall be deemed to be the beneficial
                owner
                of such security.

            


    

     

    
      	 	
              (c)

            	
              Notwithstanding
                the provisions of paragraph (a), a person is deemed to be the “beneficial
                owner” of a security, if that person has the right to acquire beneficial
                ownership of such security within 60 days, including but not limited
                to
                any right to acquire: (A) through the exercise of any option, warrant
                or right; (B) through the conversion of a security; (C) pursuant
                to the power to revoke a trust, discretionary account or similar
                arrangement; or (D) pursuant to the automatic termination of a trust,
                discretionary account or similar arrangement; provided, however,
                any
                person who acquires a security or power specified in paragraphs (A),
                (B)
                or (C) above, with the purpose or effect of changing or influencing
                the
                control of the issuer, or in connection with or as a participant
                in any
                transaction having such purpose or effect, immediately upon such
                acquisition shall be deemed to be the beneficial owner of the securities
                which may be acquired through the exercise or conversion of such
                security
                or power.

            


    

     

    
      
         

      

      
        Exhibit
          8