EXHIBIT 10.17



                  PLACEMENT AGENT REGISTRATION RIGHTS AGREEMENT


     THIS PLACEMENT AGENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated
November 5, 2003 is entered into by and between SearchHelp, Inc. (the "Company")
and S.G. Martin Securities LLC (the "Placement Agent").


                               W I T N E S S E T H

     WHEREAS,  the Company is conducting a private offering for the subscription
sale of up to 6,000,000 shares of Common Stock of the Company,  $.0001 par value
at a purchase  price of $.25 per share  ("Shares")  for a total of $1,500,000 as
more particularly  described in the Private Placement  Memorandum of the Company
dated November 5, 2003, as supplemented from time to time ("Memorandum");


     WHEREAS, the Placement Agent has been engaged as a non-exclusive  placement
agent in connection with the proposed  offering of the Shares in accordance with
the terms of the placement agreement between the Placement Agent and the Company
dated as of even date herewith (the "Placement  Agreement") to sell Shares until
November 30, 2003, if not terminated sooner by the Company ("Offering  Period");
and

     WHEREAS, as partial  consideration for its services as placement agent, the
Placement  Agent will be issued a warrant to purchase up to 600,000  Shares (the
"Placement Agent's Warrant") at a purchase price of $.30 per share which will be
exercisable  for a period of 5 years,  which means that the Placement Agent will
receive a warrant to purchase one share of common stock for every 10 Shares sold
by the placement agent, and, upon exercise of the Placement Agent's Warrant, the
Placement Agent will be issued shares of the Company's Common Stock;

     NOW  THEREFORE,  in  consideration  of the  foregoing  and  of  the  mutual
covenants hereinafter set forth, the parties hereto agree as follows:

     1.   Certain Definitions.
          -------------------

     As used in this  Agreement,  in addition to the terms defined  elsewhere in
this  Agreement,  the  following  terms  shall  have  the  following  respective
meanings:

               "Commission" means the Securities and Exchange Commission, or any
                ----------
other  federal  agency  at the time  administering  the  Securities  Act and the
Exchange Act.

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               "Common  Stock"  means the common  stock,  $0.0001  par value per
                -------------
share, of the Company.

               "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
                -------------
amended, or any successor federal statute,  and the rules and regulations of the
Commission  issued  under such Act, as they each may,  from time to time,  be in
effect.

               "Other  Holders"  shall  mean the  holders of  securities  of the
                --------------
Company who are  entitled,  by contract  with the  Company,  to have  securities
included in a registration.

               "Prospectus"  means the prospectus  included in any  Registration
                ----------
Statement,  as amended or supplemented by an amendment or prospectus supplement,
including post-effective  amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

               "Registration  Statement" means a registration statement filed by
                -----------------------
the Company with the Commission for a public  offering and sale of securities of
the Company or any Other Holders  (other than a  registration  statement on Form
S-8 or Form S-4, or their  successors,  or any other form for a similar  limited
purpose,  or any registration  statement covering only securities proposed to be
issued in exchange for securities or assets of another corporation).

               "Registration Expenses" means the expenses described in
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Section 4.

               "Registrable  Shares"  means  (i)  the  shares  of  Common  Stock
                -------------------
ultimately issued or issuable after the exercise of the Warrants, (ii) any other
shares of Common  Stock  issued in  respect  of such  shares  (because  of stock
splits,  stock  dividends,  reclassifications,   recapitalizations,  or  similar
events);  provided,  however,  that shares of Common Stock which are Registrable
Shares  shall cease to be  Registrable  Shares  upon (i) any sale  pursuant to a
Registration  Statement or Rule 144 under the Securities Act or (ii) any sale in
any  manner to a person  or  entity  which,  by  virtue  of  Section  13 of this
Agreement, is not entitled to the rights provided by this Agreement.

               "Securities Act" means the Securities Act of 1933, as amended, or
                --------------
any successor  federal statute,  and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.

               "Selling  Stockholder"  means any Stockholder  owning Registrable
                --------------------
Shares included in a Registration Statement.

               "Stockholders"  means  the  Placement  Agent and any  persons  or
                ------------
entities to whom the rights granted under this Agreement are  transferred by the
Placement Agent, its successors or assigns pursuant to Section 12 hereof.

     2.   Incidental Registration.
          -----------------------

          (a) Whenever the Company proposes to file a Registration  Statement at
     any time and from time to time, it will, prior to such filing, give written
     notice to all  Stockholders of its intention to do so;  provided,  that, to
     the extent  relevant,  such notice shall describe any  determination of the

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     managing  underwriter pursuant to Section 2(b). Upon the written request of
     Stockholder(s)  holding  Common  Stock  representing  at  least  25% of the
     Registrable  Shares then held by all Stockholders  given within twenty (20)
     days after the Company  provides such notice (which request shall state the
     intended method of disposition of such Registrable  Shares), but subject to
     any determination of a managing underwriter pursuant to Section 2(b) below,
     the  Company  shall use its best  efforts to cause all  Registrable  Shares
     which the Company has been requested by such Stockholder or Stockholders to
     register to be registered  under the Securities Act to the extent necessary
     to permit their sale or other  disposition in accordance  with the intended
     methods of  distribution  specified in the request of such  Stockholder  or
     Stockholders; provided that the Company shall have the right to postpone or
     withdraw  any  registration  effected  pursuant  to this  Section 2 without
     obligation to any Stockholder.

          (b) If the registration for which the Company gives notice pursuant to
     Section 2 is a registered  public offering  involving an underwriting,  the
     Company shall so advise the  Stockholders  as a part of the written  notice
     given pursuant to Section 2. In such event, the right of any Stockholder to
     include its Registrable  Shares in such registration  pursuant to Section 2
     shall  be  conditioned  upon  such  Stockholder's   participation  in  such
     underwriting on the terms set forth herein.  All Stockholders  proposing to
     distribute their securities  through such underwriting shall (together with
     the Company,  Other  Holders,  and any  officers or directors  distributing
     their  securities  through such  underwriting)  enter into an  underwriting
     agreement in customary form with the underwriter or  underwriters  selected
     for the underwriting by the Company. Notwithstanding any other provision of
     this Section 2, if the managing underwriter  determines in writing that the
     inclusion of all shares  requested to be registered  would adversely affect
     the offering,  the Company may limit the number of Registrable Shares to be
     included in the registration and underwriting.  The Company shall so advise
     all holders of Registrable Shares requesting  registration,  and the number
     of  shares  that  are  entitled  to be  included  in the  registration  and
     underwriting  shall be allocated in the following manner. The securities of
     the  Company  held by officers  and  directors  of the Company  (other than
     Registrable   Shares)  shall  be  excluded  from  such   registration   and
     underwriting  to the extent deemed  advisable by the managing  underwriter,
     and,  if a further  limitation  on the  number of shares is  required,  the
     number of shares that may be included in such registration and underwriting
     shall be allocated  among all  Stockholders  and Other  Holders  requesting
     registration  in proportion,  as nearly as  practicable,  to the respective
     number of Registrable  Shares which they held at the time the Company gives
     the notice specified in Section 2. If any Stockholder or Other Holder would
     thus be entitled to include more securities  than such holder  requested to
     be  registered,  the  excess  shall be  allocated  among  other  requesting
     Stockholders  and Other  Holders  pro rata in the manner  described  in the
     preceding  sentence.  If any holder of  Registrable  Shares or any officer,
     director or Other Holder disapproves of the terms of any such underwriting,
     such  person  may elect to  withdraw  therefrom  by  written  notice to the
     Company,  and any  Registrable  Shares  or  other  securities  excluded  or
     withdrawn from such underwriting shall be withdrawn from such registration.

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          (c) Notwithstanding the foregoing,  the Company shall not be required,
     pursuant  to this  Section  2,  to  include  any  Registrable  Shares  in a
     Registration Statement if such Registrable Shares can then be sold pursuant
     to Rule 144(k) under the Securities Act.

     3.   Registration Procedures.
          -----------------------

          (a) If and whenever the Company is required by the  provisions of this
     Agreement  to use its  best  efforts  to  effect  the  registration  of any
     Registrable Shares under the Securities Act, the Company shall:

     file with the  Commission  a  Registration  Statement  with respect to such
     Registrable  Shares and use its best  efforts  to cause  that  Registration
     Statement to become effective as soon as practicable;

     as  expeditiously  as practicable  prepare and file with the Commission any
     amendments and supplements to the Registration Statement and the prospectus
     included in the  Registration  Statement as may be necessary to comply with
     the provisions of the  Securities Act (including the anti-fraud  provisions
     thereof)  and  to  keep  the  Registration  Statement  effective  from  the
     effective date until all such Registrable Shares are sold;

     as  expeditiously as practicable  furnish to each Selling  Stockholder such
     reasonable  numbers of copies of the Prospectus,  including any preliminary
     Prospectus,  in conformity with the requirements of the Securities Act, and
     such other documents as such Selling  Stockholder may reasonably request in
     order to facilitate the public sale or other disposition of the Registrable
     Shares owned by such Selling Stockholder;

     as expeditiously as practicable use its best efforts to register or qualify
     the  Registrable  Shares covered by the  Registration  Statement  under the
     securities  or Blue Sky laws of such  states  as the  Selling  Stockholders
     shall reasonably request, and do any and all other acts and things that may
     be necessary or desirable to enable the Selling  Stockholders to consummate
     the public  sale or other  disposition  in such  states of the  Registrable
     Shares  owned  by the  Selling  Stockholder;  provided,  however,  that the
     Company shall not be required in  connection  with this  paragraph  (iv) to
     qualify as a foreign corporation or execute a general consent to service of
     process in any jurisdiction;

     as  expeditiously as practicable,  cause all such Registrable  Shares to be
     listed on each securities  exchange or automated  quotation system on which
     similar securities issued by the Company are then listed;

     promptly  provide a transfer  agent and registrar for all such  Registrable
     Shares not later than the effective date of such Registration Statement;

     promptly make  available for  inspection by the Selling  Stockholders,  any
     managing  underwriter  participating  in any  disposition  pursuant to such
     Registration  Statement,  and any  attorney  or  accountant  or other agent
     retained by any such  underwriter or selected by the Selling  Stockholders,
     all  financial  and  other  records,   pertinent  corporate  documents  and
     properties  of the Company  and cause the  Company's  officers,  directors,
     employees and independent  accountants to supply all information reasonably
     requested by any such seller, underwriter, attorney, accountant or agent in
     connection with such Registration Statement;


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     as expeditiously as practicable, notify each Selling Stockholder,  promptly
     after it shall receive notice thereof,  of the time when such  Registration
     Statement has become effective or a supplement to any Prospectus  forming a
     part of such Registration Statement has been filed; and

     as  expeditiously  as  practicable  following  the  effectiveness  of  such
     Registration  Statement,  notify each Selling Stockholder of any request by
     the  Commission  for the  amending or  supplementing  of such  Registration
     Statement or Prospectus.

          (b)  If  the  Company  has  delivered  a  Prospectus  to  the  Selling
     Stockholders  and after  having  done so the  Prospectus  is  amended,  the
     Company shall promptly notify the Selling  Stockholders  and, if requested,
     the  Selling   Stockholders   shall  immediately  cease  making  offers  of
     Registrable Shares and return all Prospectuses to the Company.  The Company
     shall promptly provide the Selling  Stockholders with revised  Prospectuses
     and,   following   receipt  of  the  revised   Prospectuses,   the  Selling
     Stockholders  shall be free to  resume  making  offers  of the  Registrable
     Shares.

          (c) In the event that, in the judgment of the Company, it is advisable
     to suspend use of a Prospectus included in a Registration  Statement due to
     pending  material  developments  or  other  events  that  have not yet been
     publicly  disclosed and as to which the Company believes public  disclosure
     would be detrimental  to the Company,  the Company shall notify all Selling
     Stockholders  to such effect,  and, upon receipt of such notice,  each such
     Selling Stockholder shall immediately  discontinue any sales of Registrable
     Shares  pursuant  to  such   Registration   Statement  until  such  Selling
     Stockholder has received copies of a supplemented or amended  Prospectus or
     until such  Selling  Stockholder  is advised in writing by the Company that
     the then  current  Prospectus  may be used and has  received  copies of any
     additional  or  supplemental   filings  that  are  incorporated  or  deemed
     incorporated by reference in such Prospectus.  Notwithstanding  anything to
     the contrary  herein,  the Company shall not exercise its rights under this
     Section 3(c) to suspend sales of Registrable  Shares for a period in excess
     of sixty (60) days in any 365-day period.

     4.   Allocation of Expenses. The Company will pay all Registration Expenses
          ----------------------
for all registrations  under this Agreement.  For purposes of this Section,  the
term "Registration  Expenses" shall mean all expenses incurred by the Company in
complying with this Agreement,  including,  without limitation, all registration
and filing fees, exchange listing fees,  printing expenses,  reasonable fees and
expenses of counsel  for the  Company  and the fees and  expenses of one counsel
selected by the Selling  Stockholders  to  represent  the Selling  Stockholders,
state Blue Sky fees and expenses, and the expense of any special audits incident
to or required by any such registration. Registration Expenses shall not include
underwriting discounts, selling commissions and the fees and expenses of Selling
Stockholders'  own counsel  (other than the counsel  selected to  represent  all
Selling Stockholders), which shall be borne by Selling Stockholders.


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     5.   Indemnification and Contribution.
          --------------------------------

          (a) In the event of any registration of any of the Registrable  Shares
     under the  Securities  Act  pursuant to this  Agreement,  the Company  will
     indemnify and hold harmless each Selling  Stockholder,  each underwriter of
     such Registrable  Shares,  and each other person, if any, who controls such
     seller or  underwriter  within  the  meaning of the  Securities  Act or the
     Exchange Act against any losses, claims,  damages or liabilities,  joint or
     several,  to which such Selling  Stockholder,  underwriter  or  controlling
     person may become subject under the Securities Act, the Exchange Act, state
     securities or Blue Sky laws or otherwise,  but only insofar as such losses,
     claims, damages or liabilities (or actions 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
     Registrable   Shares  were   registered   under  the  Securities  Act,  any
     preliminary  prospectus or final  Prospectus  contained in the Registration
     Statement,  or any amendment or supplement to such Registration  Statement,
     or arise out of or are based upon the omission or alleged omission to state
     a material  fact  required to be stated  therein or  necessary  to make the
     statements  therein not  misleading;  and the Company will  reimburse  such
     Selling  Stockholder,  underwriter and each such controlling person for any
     legal  or  any  other   expenses   reasonably   incurred  by  such  Selling
     Stockholder,   underwriter  or  controlling   person  in  connection   with
     investigating  or  defending  any such loss,  claim,  damage,  liability or
     action; provided,  however, that the Company will not be liable in any such
     case to the extent that any such loss,  claim,  damage or liability  arises
     out of or is based  upon any  untrue  statement  or  omission  made in such
     Registration Statement,  preliminary prospectus or prospectus,  or any such
     amendment  or  supplement,   in  reliance  upon  and  in  conformity   with
     information  furnished to the Company,  in writing, by or on behalf of such
     Selling Stockholder, underwriter or controlling person specifically for use
     in the preparation thereof.

          (b) In the event of any registration of any of the Registrable  Shares
     under  the  Securities  Act  pursuant  to  this  Agreement,   each  Selling
     Stockholder,  severally and not jointly,  will  indemnify and hold harmless
     the Company,  each of its directors and officers and each  underwriter  (if
     any)  and  each  person,  if any,  who  controls  the  Company  or any such
     underwriter  within the meaning of the  Securities Act or the Exchange Act,
     against any losses,  claims,  damages or liabilities,  joint or several, to
     which the Company, such directors and officers,  underwriter or controlling
     person may become  subject under the  Securities  Act,  Exchange Act, state
     securities or Blue Sky laws or otherwise,  insofar as such losses,  claims,
     damages or liabilities (or actions in respect  thereof) arise out of or are
     based upon any untrue  statement or alleged untrue  statement of a material
     fact contained in any  Registration  Statement under which such Registrable
     Shares were registered under the Securities Act, any preliminary prospectus
     or  final  prospectus  contained  in  the  Registration  Statement,  or any
     amendment or supplement to the Registration  Statement,  or arise out of or
     are based upon any  omission or alleged  omission to state a material  fact
     required to be stated therein or necessary to make the  statements  therein
     not misleading,  if the statement or omission was made in reliance upon and
     in  conformity  with  information  relating  to  such  Selling  Stockholder
     furnished  in  writing  to the  Company  by or on  behalf  of such  Selling
     Stockholder specifically for use in connection with the preparation of such
     Registration  Statement,  prospectus,  amendment or  supplement;  provided,
     however,  that the obligations of a Selling Stockholder  hereunder shall be
     limited to an amount equal to the net proceeds to such Selling  Stockholder
     of Registrable Shares sold in connection with such registration  (except in
     case of fraud by such Selling Stockholder).


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          (c) Each party  entitled to  indemnification  under this  Section (the
     "Indemnified  Party")  shall give  notice to the party  required to provide
     indemnification (the "Indemnifying  Party") promptly after such Indemnified
     Party  has  actual  knowledge  of any  claim as to which  indemnity  may be
     sought,  and shall permit the  Indemnifying  Party to assume the defense of
     any such  claim  or any  litigation  resulting  therefrom;  provided,  that
     counsel for the  Indemnifying  Party, who shall conduct the defense of such
     claim or  litigation,  shall be approved by the  Indemnified  Party  (whose
     approval shall not be unreasonably withheld); and, provided,  further, that
     the failure of any  Indemnified  Party to give  notice as  provided  herein
     shall not  relieve the  Indemnifying  Party of its  obligations  under this
     Section  except to the  extent  that the  Indemnifying  Party is  adversely
     affected by such failure.  The  Indemnified  Party may  participate in such
     defense at such party's expense;  provided,  however, that the Indemnifying
     Party shall pay such expense if representation of such Indemnified Party by
     the counsel retained by the Indemnifying  Party would be inappropriate  due
     to actual or potential  differing  interests  between the Indemnified Party
     and any  other  party  represented  by  such  counsel  in such  proceeding;
     provided further that in no event shall the Indemnifying  Party be required
     to pay the expenses of more than one law firm per  jurisdiction  as counsel
     for the Indemnified Party. The Indemnifying Party also shall be responsible
     for the expenses of such defense if the  Indemnifying  Party does not elect
     to assume such defense.  No Indemnifying  Party, in the defense of any such
     claim or  litigation  shall,  except with the  consent of each  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 of such claim or litigation,  and no Indemnified Party
     shall  consent to entry of any judgment or settle such claim or  litigation
     without the prior written consent of the Indemnifying  Party, which consent
     shall not be unreasonably withheld.

          (d) In  order  to  provide  for just  and  equitable  contribution  in
     circumstances in which the  indemnification  provided for in this Section 5
     is due in  accordance  with  its  terms  but for any  reason  is held to be
     unavailable  to an  Indemnified  Party in  respect to any  losses,  claims,
     damages and liabilities  referred to herein,  then the  Indemnifying  Party
     shall, in lieu of indemnifying  such Indemnified  Party,  contribute to the
     amount  paid or  payable  by such  Indemnified  Party as a  result  of such
     losses,  claims,  damages or liabilities to which such party may be subject
     in such  proportion as is  appropriate to reflect the relative fault of the
     Company  on the one hand and the  Stockholders  on the other in  connection
     with the  statements or omissions  which  resulted in such losses,  claims,
     damages  or   liabilities,   as  well  as  any  other  relevant   equitable
     considerations.  The  relative  fault of the Company  and the  Stockholders
     shall be determined by reference to, among other things, whether the untrue
     or alleged  untrue  statement  of  material  fact  related  to  information
     supplied  by the  Company or the  Stockholders  and the  parties'  relative
     intent,  knowledge,  access to  information  and  opportunity to correct or
     prevent such statement or omission.  The Company and the Stockholders agree
     that it would not be just and  equitable if  contribution  pursuant to this
     Section 5 were  determined by pro rata allocation or by any other method of
     allocation  which  does not take  account of the  equitable  considerations
     referred to above.  Notwithstanding  the  provisions  of this  paragraph of
     Section  5,  (a)  in no  case  shall  any  one  Stockholder  be  liable  or
     responsible  for any amount in excess of the net proceeds  received by such
     Stockholder from the offering of Registrable Shares except in case of fraud
     by such Stockholder and (b) the Company shall be liable and responsible for

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     any amount in excess of such proceeds;  provided,  however,  that 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. Any party entitled
     to contribution  will,  promptly after receipt of notice of commencement of
     any action,  suit or  proceeding  against  such party in respect of which a
     claim for  contribution  may be made against another party or parties under
     this Section,  notify such party or parties from whom  contribution  may be
     sought,  but the  omission  so to notify  such party or  parties  from whom
     contribution  may be sought  shall not  relieve  such  party from any other
     obligation it or they may have  thereunder or otherwise under this Section.
     No party shall be liable for contribution with respect to any action, suit,
     proceeding  or claim  settled  without  its prior  written  consent,  which
     consent shall not be unreasonably withheld.

     6.   Other  Matters with Respect to  Underwritten  Offerings.  In the event
          -------------------------------------------------------
that  Registrable  Shares are sold  pursuant to a  Registration  Statement in an
underwritten  offering  pursuant to Section 2, the  Company  agrees to (a) enter
into  an  underwriting   agreement  containing  customary   representations  and
warranties  with  respect to the  business  and  operations  of the  Company and
customary  covenants and  agreements  to be performed by the Company,  including
without limitation  customary  provisions with respect to indemnification by the
Company of the underwriters of such offering;  (b) use its best efforts to cause
its legal counsel to render customary  opinions to the underwriters with respect
to the  Registration  Statement;  and (c) use its  best  efforts  to  cause  its
independent  public accounting firm to issue customary "cold comfort letters" to
the underwriters with respect to the Registration Statement.

     7.   Information by Holder.  Each holder of Registrable  Shares included in
          ---------------------
any registration  shall furnish to the Company such  information  regarding such
holder  and  the  distribution  proposed  by  such  holder  as the  Company  may
reasonably  request in writing and as shall be required in  connection  with any
registration, qualification or compliance referred to in this Agreement.

     8.   "Stand-Off"  Agreement;  Confidentiality of Notices. Each Stockholder,
          ---------------------------------------------------
if  requested  by the Company and the managing  underwriter  of an  underwritten
public  offering by the Company of Common Stock  (provided that all officers and
directors of the Company and any other selling  shareholders shall also agree to
such  restriction),  shall not sell or  otherwise  transfer  or  dispose  of any
Registrable  Shares or other  securities of the Company held by such Stockholder
for a period of one hundred and twenty (120) days  following the effective  date
of a Registration Statement.

     The  Company  may impose  stop-transfer  instructions  with  respect to the
Registrable  Shares or other  securities  subject to the  foregoing  restriction
until the end of such 180-day period.

     Any Stockholder receiving any written notice from the Company regarding the
Company's  plans  to file a  Registration  Statement  shall  treat  such  notice
confidentially  and shall not disclose such information to any person other than
as necessary to exercise its rights under this Agreement.

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     9.   Limitations on Subsequent  Registration Rights. The Company shall not,
          ----------------------------------------------
without the prior written consent of Stockholders holding at least a majority of
the Registrable  Shares then held by all Stockholders,  enter into any agreement
(other  than  this  Agreement)  with any  holder  or  prospective  holder of any
securities of the Company which grant such holder or  prospective  holder rights
to include securities of the Company in any Registration  Statement,  unless (a)
such rights to include securities in a registration  initiated by the Company or
by Stockholders are not more favorable than the rights granted to the Purchasers
under Section 2 of this  Agreement,  and (b) no rights are granted to initiate a
registration,  other than registration  pursuant to a registration  statement on
Form S-3 (or its  successor)  in which  Stockholders  are  entitled  to  include
Registrable  Shares on a pro rata basis with such holders based on the number of
Registrable Shares owned by Stockholders and such holders.

     10.  Rule 144  Requirements.  After the  earliest of (i) the closing of the
          ----------------------
sale of securities of the Company pursuant to a Registration Statement, (ii) the
registration  by the Company of a class of  securities  under  Section 12 of the
Exchange  Act, or (iii) the  issuance  by the  Company of an  offering  circular
pursuant to Regulation A under the Securities Act, the Company agrees to:

          (a)  make  and keep  current  public  information  about  the  Company
     available, as those terms are understood and defined in Rule 144;

          (b) use its  best  efforts  to file  with the  Commission  in a timely
     manner all reports and other  documents  required of the Company  under the
     Securities  Act and the  Exchange  Act (at any  time  after  it has  become
     subject to such reporting requirements); and

          (c) furnish to any holder of  Registrable  Shares  upon  request (i) a
     written  statement by the Company as to its  compliance  with the reporting
     requirements of Rule 144 and of the Securities Act and the Exchange Act (at
     any time after it has become subject to such reporting requirements),  (ii)
     a copy of the most recent  annual or quarterly  report of the Company,  and
     (iii) such other  reports and  documents  of the Company as such holder may
     reasonably request to avail itself of any similar rule or regulation of the
     Commission allowing it to sell any such securities without registration.

     11.  Termination.  All of the Company's obligations to register Registrable
          -----------
Shares under Section 2 of this Agreement shall terminate upon the earlier of (i)
the term of the Placement  Agent's  Warrant plus one (1) year or (ii) when there
shall not be any Registrable Shares; provided,  however, that the obligations of
the Company and corresponding  rights of the Stockholders under Section 2 hereof
shall be  inapplicable  as to any  Stockholder  whenever the  provisions of Rule
144(k) are applicable to all Registrable Shares then held by such Stockholder.

     12.  Transfer of Rights.  Subject to the NASD Conduct Rules,  the Placement
          ------------------
Agent shall have the rights to transfer  as set forth in the  Placement  Agent's
Warrant.


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<PAGE>
     13.  Miscellaneous.
          -------------

          (a)  Governing  Law. This  Agreement  shall be construed in accordance
     with the laws of the State of New York  applicable  to  contracts  made and
     performed  within such State,  without  giving  effect to  conflicts of law
     principles.  The parties  hereby submit to the exclusive  jurisdiction  and
     venue in any state or federal  courts  located within the State of New York
     with respect to any and all disputes concerning this Agreement.

          (b) Notices.  Any notice or other communication  required or permitted
     to be given  hereunder shall be in writing and shall be mailed by certified
     mail,  return receipt  requested,  or by Federal  Express,  Express Mail or
     similar overnight delivery or courier service or delivered (in person or by
     telecopy, telex or similar telecommunications equipment) against receipt to
     the party to whom it is to be given, (i) if to the Company,  at its address
     at 1055 Stewart Avenue,  Bethpage,  New York 11714,  Attention:  President,
     (ii) if to the Placement Agent, at 8 Broadway, Rocky Point, New York 11778,
     Attention:  Emanuel  Pantelakis,  or (iii) in either  case,  to such  other
     address as the party shall have furnished in writing in accordance with the
     provisions of this Section 13(c). Any notice or other  communication  given
     by  certified  mail  shall be  deemed  given  at the time of  certification
     thereof,  except for a notice  changing a party's  address  which  shall be
     deemed  given at the time of receipt  thereof.  Any  notice  given by other
     means  permitted by this Section 13(c) shall be deemed given at the time of
     receipt thereof.

          (c) Waiver.  No course of dealing and no delay or omission on the part
     of the Placement Agent in exercising any right or remedy shall operate as a
     waiver thereof or otherwise prejudice the Placement Agent's rights,  powers
     or remedies. No right, power or remedy conferred by this Agreement upon the
     Placement  Agent shall be  exclusive  of any other  right,  power or remedy
     referred to herein or now or  hereafter  available  at law,  in equity,  by
     statute or  otherwise,  and all such  remedies may be  exercised  singly or
     concurrently.

          (d)  Amendment.  This  Agreement  may be  amended  only  by a  written
     instrument  executed by the Company and the Placement  Agent. Any amendment
     shall be endorsed upon this Agreement, and all future Stockholders shall be
     bound thereby.

          (e)  Captions.  Paragraph  captions  contained in this  Agreement  are
     inserted  only as a matter of  convenience  and for reference and in no way
     define,  limit or extend or  describe  the scope of this  Agreement  or the
     intent of any provision hereof.

          (f)  Counterparts.  This  Agreement  may be  executed in any number of
     counterparts,  each of  which  counterpart  shall  constitute  an  original
     instrument, and all of which, when taken together, shall constitute one and
     the same instrument.


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<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                 SEARCHHELP, INC.


                                 By:
                                    ----------------------------------------
                                 Name:  William Bozsnyak
                                 Title: Chief Executive Officer, Chief
                                 Financial Officer, Vice President and Treasurer


                                 S.G. MARTIN SECURITIES LLC


                                 By:
                                    ----------------------------------------
                                 Name:  Emanuel Pantelakis
                                 Title:

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